TrustBIX Inc. Announces Letter of Intent, Private Placement, Investor Relations Services and Stock Option Grants

Letter of intent to acquire

Edmonton, Alberta–(Newsfile Corp. – February 2, 2022) – TrustBIX Inc. (TSXV: TBIX) (OTCQB: TBIXF) (“TrustBIX” or the “Company”) is pleased to announce the execution of a non-binding Letter of Intent (the “LOI”) with a Canadian private company (the “Target”) for the purpose of providing tracking solutions to track, protect and identify the movement of high value goods mobile equipment used in the agricultural industry. TrustBIX would acquire 100% of the issued and outstanding shares of Target (the “Transaction”).

The initial purchase consideration would be 10,000,000 common shares of the Company (subject to applicable escrow and resale restrictions). An additional amount of up to 20,000,000 common shares may be issued by the Company as part of the consideration based on the achievement of certain projected revenue measures and other financial results that would be applicable during the twelve months following the closing of the Transaction.

Hubert Lau, CEO of TrustBIX, said: “We view this transaction as another key step in our growth strategy to build depth and scale in the agri-tech industry. We appreciate and are grateful for the services of P&C Ventures Inc., as previously announced in our January 10, 2022 press release.”

TrustBIX and Target have agreed to use their best efforts to negotiate and prepare the definitive agreement no later than February 18, 2022. The transaction is subject to, among other things, standard due diligence review by TrustBIX, board approvals by administration for the transaction by each party, execution of assignments and consents of all key agreements, regulatory and exchange approval, and execution of a binding definitive agreement (the “Final agreement“). TrustBIX will issue a press release updating this information and providing more details on the finalized parties and terms once the definitive agreement has been reached.

Private placement

In connection with the Transaction, TrustBIX intends to complete a non-brokered private placement (the “Private Placement”) of up to 11,111,111 Units (“Units”) at a price of $0.18 per Unit for gross proceeds of up to $2,000,000, subject to regulatory approval. The net proceeds of the private placement will be used, in connection with the transaction, as general working capital for target and TrustBIX.

Each Unit consists of one (1) common share in the capital of TrustBIX (“Common Share”) and one (1) common share purchase warrant (“Warrant”), each Warrant entitling its holder to purchase one (1) common share purchase warrant Share at a price of $0.30 for a period of eighteen (18) months from the closing date. If after four (4) months plus one day after closing, the closing price of the common shares on the principal market on which such shares trade is equal to or greater than $0.50 per common share for twenty (20) trading days consecutive exchange, TrustBIX shall have the right to bring forward the expiry date of the Warrants.

In the event of acceleration, the expiry date will be accelerated to a date which is thirty (30) days after the date on which written notice was given to the holder of the warrant or the date on which TrustBIX published a press announcing the exercise of right acceleration to the right; and thereafter, no further notices will be provided by TrustBIX to subscribers. The securities issued pursuant to the private placement are subject to a hold period of four months plus one day from the closing date of the private placement.

Engagement of Investor Relations Services

TrustBIX engaged North Equities Corp., a Toronto-based marketing firm, for a one-year marketing and consulting services contract. North Equities Corp. specializes in various social media platforms and will be able to facilitate greater awareness and wide dissemination of Society news.

Under the terms of the agreement, TrustBIX will pay cash consideration of $160,000 and non-cash consideration of 800,000 stock options. These options have an exercise price of $0.20 per common share and expire one year after grant. The contract can be terminated after six months, which would result in the cancellation of 400,000 stock options and limit the cash commitment under the agreement to $80,000.

Allocation of stock options

In accordance with the policies of the TSX Venture Exchange, the Board of Directors has approved the granting of stock options to directors, officers and consultants of TrustBIX for the purchase of a total of 3,815,000 shares shares under its stock option plan. Of these options, 2,715,000 options will have an exercise price of $0.30 per common share and will expire on February 1, 2027, and 1,100,000 options (including the 800,000 options to North Equities Corp. as described above above) will have an exercise price of $0.20 per common share and expires on February 1, 2023.

About TrustBIX (TSXV: TBIX) (OTCQB: TBIXF)

As an innovative leader, TrustBIX provides traceability and agri-food value chain solutions. The company’s goal is to create a world where we trust more, waste less and reward sustainable behavior by meeting the demands of consumers and food companies. The proprietary platform, BIX (Business InfoXchange system), is designed to create trust without compromising privacy through innovative use of blockchain-derived technology and data. Leveraging BIX and its unique use of incentivized solutions, TrustBIX provides independent validation of food provenance and sustainable production practices within the supply chain – Gate to Plate®.

ViewTrak Technologies Inc., a wholly owned subsidiary, provides a suite of hardware and software solutions to the livestock industry in Canada, USA, Mexico and China, such as Auction Master Pro, Market Master, Feedlot Solutions and pig grading probes.

For more information, visit www.trustbix.comor follow TrustBIX on Twitter @BIXSCdn, LinkedIn www.linkedin.com/company/bixsco-inc-/ and Facebook on www.facebook.com/BIXSco.

Forward-looking information

This press release contains certain forward-looking information and reflects the Company’s current assumptions regarding future events. These statements involve known and unknown risks, uncertainties and other factors that could cause the actual results, levels of activity, performance and/or achievements of the Company to be materially different from the results, levels of activity, future performance or achievement expressed or implied by such forward-looking statements.

Certain statements contained herein constitute forward-looking statements and information within the meaning of applicable Canadian securities laws. When used in this document, the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “propose”, “anticipate” , “believes”, “expects”, “estimates”, “expects” and similar expressions used by any of the Company’s officers, are intended to identify forward-looking statements. These statements reflect internal projections, the Company’s expectations, future growth, performance and business prospects and opportunities and are based on information currently available to the Company, as they relate to the Company’s current views regarding future events, they are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that could be expressed or implied by this forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not intend, and undertakes no obligation, to update these factors or publicly announce the outcome of any revisions to any of the forward-looking statements contained herein to reflect actual results, future events or developments, except as required by securities laws, regulations or policies.

FOR MORE INFORMATION, CONTACT:

Mr. Hubert Lau
President and CEO
Phone: (780) 456-2207
Email: info@trustbix.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of the accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/112571

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