TrustBIX Inc. Announces Letters of Intent to Acquire 100% of Zen Cyber Ltd. and 100% of WILDCARD MSP

Rhea-AI Summary

TrustBIX (TSXV: TBIXF) announced two non-binding Letters of Intent dated February 20, 2026, to acquire 100% of Zen Cyber and 100% of WILDCARD MSP.

The Proposed Transactions contemplate issuing up to 6,250,000 Consideration Units to Zen Cyber and 1,000,000 Consideration Units to WILDCARD, each unit comprising one common share and one warrant at $0.08 exercisable for two years. Definitive Agreements are targeted by March 20, 2026 and closings remain subject to due diligence, board approvals and TSX Venture Exchange approval.

Positive

• Acquisition of cybersecurity and MSP expertise via Zen Cyber and WILDCARD
• Consideration structure preserves cash by using share-and-warrant units
• Key leadership retained: Zen Cyber and WILDCARD CEOs to continue as presidents

Negative

• Potential issuance of up to 7,250,000 Consideration Units could dilute shareholders
• Transactions are non-binding LOIs and require TSX Venture Exchange approval
• Closing contingent on due diligence, board consents and executed Definitive Agreements

Edmonton, Alberta--(Newsfile Corp. - February 24, 2026) - TrustBIX Inc. (TSXV: TBIX) ("TrustBIX" or the "Company") is pleased to announce the signing of two non-binding Letters of Intent ("LOI"), both dated February 20, 2026, to acquire Zen Cyber Ltd. ("Zen Cyber"), a private Canadian company, and xFacilitator Inc., operating as WILDCARD MSP ("WILDCARD"), a private Canadian Company. These LOI's are intended to allow TrustBIX and its subsidiaries to expand their abilities to support agricultural businesses.

Zen Cyber Proposed Transaction Overview

Zen Cyber is a cybersecurity consulting company focused on working with businesses to ensure their processes meet with privacy and cybersecurity best practices and compliance (https://zencyber.ca/).

Under the terms of the LOI with Zen Cyber, TrustBIX will acquire 100% of the issued and outstanding shares of Zen Cyber (the "Zen Cyber Proposed Transaction") in exchange for issuing up to 6,250,000 Consideration Units (as defined below) of the Company to Zen Cyber on the closing date, subject to the conditions to be contained in the Definitive Agreement (as defined below).

Following completion of the Zen Cyber Proposed Transaction, Jamie Swanson, the CEO of Zen Cyber, is expected to continue as President of Zen Cyber, reporting to TrustBIX's Chief Executive Officer.

WILDCARD Proposed Transaction Overview

WILDCARD is an IT managed service provider simplifying IT support and making it accessible to many small business owners whom traditional providers are leaving behind. (https://wildcardmsp.ca/).

Under the terms of the LOI with WILDCARD, TrustBIX will acquire 100% of the issued and outstanding shares of WILDCARD (the "WILDCARD Proposed Transaction") in exchange for issuing up to 1,000,000 Consideration Units of the Company to WILDCARD on the closing date, subject to the conditions to be contained in the Definitive Agreement.

Following completion of the WILDCARD Proposed Transaction, Alex Kagel, the CEO of WILDCARD, is expected to continue as President of WILDCARD, reporting to TrustBIX's Chief Executive Officer.

Each unit ("Consideration Unit") will be comprised of one (1) common share in the capital of TrustBIX ("Common Share") and one (1) Common Share purchase warrant ("Warrant"), whereby each Warrant entitles the holder to purchase one (1) Common Share at a price of $0.08 for a period of two (2) years from the date of closing of the respective proposed transaction.

TrustBIX and Zen Cyber; and TrustBIX and WILDCARD, respectively, have agreed to make their best efforts to negotiate and execute a definitive agreement (the "Definitive Agreement") on or before March 20, 2026. There can be no assurance that the Definitive Agreements will be executed or that either the Zen Cyber Proposed Transaction or WILDCARD Proposed Transaction (collectively, the "Proposed Transactions") will be completed as contemplated, or at all. Completion of these Proposed Transactions are subject to, among other matters, due diligence review by TrustBIX, board approvals by each respective party, the receipt of all applicable third-party approvals (including the approval of the TSX Venture Exchange), and signing of the Definitive Agreements. TrustBIX will issue a news release updating this information and providing more detail on the parties and finalized terms once the Definitive Agreements has been concluded.

No finder's fee is expected to be payable in connection with the Proposed Transactions.

Hubert Lau, CEO of TrustBIX stated, "we are excited to consolidate more technology depth and talent into our company allowing us to offer more support to our agricultural businesses, partners, and customers."

About TrustBIX

TrustBIX is an agricultural technology company providing Gate to Plate® solutions to create a world where we trust more, waste less, and reward sustainable practices.

www.trustbix.com

Forward-Looking Information

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

Certain statements contained in this document constitute forward-looking statements and information within the meaning of the applicable Canadian securities legislation. When used in this document, the words "may", "would", "could", "should", "will", "intend", "plan", "propose", "anticipate", "believe", "forecast", "estimate", "expect" and similar expressions used by any of the Company's management, are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements in respect of the entering into of the Definitive Agreement and the terms thereof and the completion of the Proposed Transaction. Such statements reflect the Company's internal expectations, future growth, performance and business prospects and opportunities and are based on information currently available to the Company. Since they relate to the Company's current views with respect to future events, they are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments except as required by applicable securities legislation, regulations or policies.

FOR MORE INFORMATION CONTACT:

Mr. Hubert Lau
President and CEO
Telephone: (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 accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284999

FAQ

What did TrustBIX (TBIXF) announce on February 24, 2026 regarding Zen Cyber and WILDCARD?

TrustBIX announced LOIs to acquire 100% of Zen Cyber and 100% of WILDCARD MSP with planned share-and-warrant consideration. According to TrustBIX, the LOIs dated February 20, 2026 propose issuing up to 6,250,000 units to Zen Cyber and 1,000,000 units to WILDCARD.

How many shares and warrants will TrustBIX (TBIXF) issue if the Zen Cyber and WILDCARD deals close?

If completed, TrustBIX may issue up to 7,250,000 Consideration Units total, each a share plus one warrant. According to TrustBIX, each warrant allows purchase of one common share at $0.08 for two years from closing.

What is the timeline for TrustBIX (TBIXF) to finalize the Definitive Agreements for these acquisitions?

TrustBIX aims to negotiate and execute Definitive Agreements on or before March 20, 2026. According to TrustBIX, completion still requires due diligence, board approvals and applicable third-party approvals including TSXV consent.

What are the warrant terms included in the TrustBIX (TBIXF) proposed consideration units?

Each Consideration Unit includes one warrant exercisable at $0.08 for two years from closing. According to TrustBIX, each warrant entitles the holder to purchase one common share at that price over the two-year period.

How will the proposed acquisitions affect TrustBIX's support for agricultural customers?

TrustBIX says the acquisitions add cybersecurity and managed-IT capabilities to support agricultural businesses and partners. According to TrustBIX, retained leadership and combined services aim to expand technology depth for clients.