TrustBIX Inc. Enters into Agreement to Purchase Indoor Farm Management System Asset and Announces Board and Management Change

Rhea-AI Summary

TrustBIX (OTC:TBIXF) signed an asset purchase agreement dated October 3, 2025 to acquire an Indoor Farm Management System (IFMS) from Mindsgate Ltd. The IFMS is described as a production-ready, ERP-grade platform with modules for operations, IoT device management, AI plant recognition, traceability, CRM, training, order management, and resource tracking.

Consideration for the Proposed Transaction is 6,000,000 units, each unit consisting of one common share and one warrant exercisable at $0.08 for two years. All securities will be subject to a statutory four-month plus one-day hold. Closing is conditional on customary consents and TSXV approval. No finder’s fee expected. CTO Adam Morand resigned effective October 3, 2025.

Positive

• Acquisition of a production-ready IFMS platform
• Consideration structured as 6,000,000 units issued at closing
• Warrants exercisable at $0.08 for two years

Negative

• Issuance of 6,000,000 units creates potential shareholder dilution
• Closing contingent on TSXV approval and other consents
• CTO Adam Morand resigned effective October 3, 2025

Edmonton, Alberta--(Newsfile Corp. - October 3, 2025) - TrustBIX Inc. (TSXV:TBIX) ("TrustBIX" or the "Company") announces it has signed an asset purchase agreement dated October 3, 2025 ("Agreement") with Mindsgate Ltd. (the "Vendor") for the acquisition of an Indoor Farm Management System ("IFMS") asset (the "Proposed Transaction").

TrustBIX believes that the Proposed Transaction will enhance its ability to provide a comprehensive indoor farming technology solution to businesses and operators in the sector. The IFMS is a fully integrated, production-ready platform featuring modules for farm operations, Internet of Things ("IoT") device management, AI-driven plant recognition, traceability, client relationship management ("CRM"), operator training, order management, and resource tracking. Together, these capabilities form an Enterprise Resource Planning ("ERP") grade solution tailored to indoor farming.

Key Terms of the Agreement

Pursuant to the Agreement, TrustBIX will acquire the IFMS asset, subject to the conditions contained in the Agreement, in exchange for issuing 6,000,000 units (the "Consideration Units") to the Vendor on the closing date. Each 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. All securities issued under the Proposed Transaction, including any Common Shares issued upon exercise of the Warrants, will be subject to a statutory four-month and one-day hold period in accordance with applicable Canadian securities laws.

The closing of the Proposed Transaction is subject to a number of terms and conditions, including without limitation, the parties obtaining all necessary consents, orders and regulatory approvals, including approval of the TSX Venture Exchange ("TSXV"), and certain other customary closing conditions.

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

Board and Management Change

Mr. Adam Morand has resigned from the Board of Directors and as the Chief Technology Officer of the Company, effective October 3, 2025. The Company wishes to express its appreciation to Mr. Morand for his contributions during his tenure.

About TrustBIX (TSXV: TBIX)

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. Our award-winning technologies offer practical tools trusted by local and international agri-food organizations.

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. Such statements reflect the Company's internal projections, 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/268953

FAQ

What did TrustBIX (TBIXF) announce on October 3, 2025?

TrustBIX signed an agreement to acquire an IFMS asset from Mindsgate Ltd.

How will TrustBIX pay for the IFMS acquisition (TBIXF)?

Consideration is 6,000,000 units; each unit is one share plus one warrant.

What are the warrant terms issued in the TrustBIX IFMS deal (TBIXF)?

Each warrant allows purchase of one share at $0.08 for two years from closing.

When will securities from the TrustBIX (TBIXF) transaction become tradable?

All securities are subject to a statutory four-month and one-day hold period.

Is the TrustBIX IFMS acquisition (TBIXF) final and closed?

No — closing is subject to consents, regulatory approvals and TSXV approval.

What management change did TrustBIX announce on October 3, 2025 (TBIXF)?

Adam Morand resigned from the Board and as Chief Technology Officer, effective Oct 3, 2025.