STOCK TITAN

TrustBIX Inc. Receives Final Exchange Acceptance of Acquisition of Zen Cyber Ltd.

(Neutral)

TrustBIX (TSXV: TBIX, OTC: TBIXF) received final TSX Venture Exchange acceptance for its acquisition of 100% of Zen Cyber, a cybersecurity consulting company. According to TrustBIX, the purchase price is up to 6,250,000 consideration units at a deemed price of $0.02 per unit, implying up to $125,000 in aggregate consideration.

Each consideration unit includes one TrustBIX common share and one warrant, with each warrant exercisable at $0.08 for two years. TrustBIX issued 1,250,000 units at closing and may issue up to an additional 5,000,000 units if Zen Cyber achieves at least $715,000 in revenue and $100,000 in profit within twelve months of closing. All securities carry a statutory four‑month‑plus‑one‑day hold period under Canadian securities laws.

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Positive

  • Performance-based earn-out of up to 5,000,000 units tied to $715,000 revenue and $100,000 profit within 12 months
  • Initial 1,250,000 consideration units issued at a deemed price of $0.02 per unit on closing
  • Warrants exercisable at $0.08 for two years, potentially providing additional capital if exercised

Negative

  • Potential equity dilution from up to 6,250,000 new shares plus 6,250,000 warrants issued as consideration

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Edmonton, Alberta--(Newsfile Corp. - August 4, 2026) - TrustBIX Inc. (TSXV: TBIX) ("TrustBIX" or the "Company") is pleased to announce that, further to its press releases dated February 24, 2026 and April 17, 2026, it has received final acceptance from the TSX Venture Exchange (the "TSXV") in connection with the acquisition of 100% of the issued and outstanding shares of Zen Cyber Ltd. ("Zen Cyber") (the "Transaction").

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/).

Pursuant to the terms of the definitive share purchase agreement, TrustBIX acquired 100% of the issued and outstanding shares of Zen Cyber for aggregate consideration of up to 6,250,000 consideration units (the "Consideration Units") at a deemed price of $0.02 per Consideration Unit. Each Consideration Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"), with each Warrant entitling the holder to acquire one additional Common Share at an exercise price of $0.08 for a period of two years from the date of issuance.

The Consideration Units are issuable as follows:

  • 1,250,000 Consideration Units upon closing of the Transaction; and
  • up to 5,000,000 additional Consideration Units upon the achievement of certain performance milestones, including aggregate revenue of at least $715,000 and profit of at least $100,000 within twelve months following the closing of the Transaction.

The securities issued pursuant to the Transaction are subject to a statutory four-month and one-day hold period in accordance with applicable Canadian securities laws.

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/307413

FAQ

What did TrustBIX (TBIXF) announce about acquiring Zen Cyber on August 4, 2026?

TrustBIX announced final TSX Venture Exchange acceptance for acquiring 100% of Zen Cyber’s shares. According to TrustBIX, total consideration is up to 6,250,000 units, each including one share and one warrant, with issuance partly contingent on Zen Cyber’s 12‑month revenue and profit performance.

What are the financial terms of TrustBIX’s acquisition of Zen Cyber for TBIXF shareholders?

TrustBIX will pay up to 6,250,000 consideration units at a deemed price of $0.02 each. According to TrustBIX, 1,250,000 units were issued at closing, with up to 5,000,000 additional units issuable if specific 12‑month revenue and profit milestones are achieved by Zen Cyber.

How many shares and warrants could be issued in the TrustBIX (TBIXF) Zen Cyber deal?

The deal allows issuance of up to 6,250,000 units, each with one share and one warrant. According to TrustBIX, warrants let holders buy one additional share at $0.08 for two years, creating potential future dilution if all warrants are exercised.

What performance milestones trigger extra consideration units in the TrustBIX (TBIXF) Zen Cyber acquisition?

Additional units are tied to Zen Cyber achieving at least $715,000 revenue and $100,000 profit in twelve months. According to TrustBIX, meeting these milestones could trigger issuance of up to 5,000,000 extra units beyond the 1,250,000 units issued at closing.

How might the Zen Cyber acquisition affect TrustBIX (TBIXF) investors?

The acquisition adds a cybersecurity consulting business while introducing potential share dilution. According to TrustBIX, up to 6,250,000 new shares and an equal number of warrants may be issued, with most units contingent on Zen Cyber’s specified 12‑month financial performance.

What lock-up or hold period applies to securities issued in the TrustBIX (TBIXF) Zen Cyber transaction?

All securities issued under the transaction are subject to a statutory four‑month‑and‑one‑day hold period. According to TrustBIX, this restriction follows applicable Canadian securities laws, temporarily limiting resale of the new shares and warrants received as acquisition consideration.