Trustbix signs LOIs to acquire Zen Cyber, Wildcard MSP

Executive Summary

• Trustbix Inc. has signed non-binding letters of intent to acquire 100% of Zen Cyber Ltd. and 100% of xFacilitator Inc. (operating as Wildcard MSP), both private Canadian companies.
• The acquisitions are intended to expand Trustbix's technology capabilities to better support its agricultural business clients.
• The transactions involve issuing equity consideration units to the sellers, subject to definitive agreements, due diligence, and regulatory approvals.

Key Details

• Zen Cyber Acquisition:
  • Trustbix will acquire 100% of Zen Cyber in exchange for up to 6.25 million consideration units.
  • Zen Cyber is a cybersecurity consulting firm focused on privacy, cybersecurity best practices, and compliance.
  • Jamie Swanson, current CEO of Zen Cyber, is expected to remain as President of Zen Cyber, reporting to Trustbix's CEO.
• Wildcard MSP Acquisition:
  • Trustbix will acquire 100% of Wildcard (xFacilitator Inc.) in exchange for up to 1 million consideration units.
  • Wildcard is an IT managed service provider targeting small business owners.
  • Alex Kagel, current CEO of Wildcard, is expected to remain as President of Wildcard, reporting to Trustbix's CEO.
• Consideration Structure:
  • Each consideration unit comprises one common share and one common share purchase warrant.
  • Each warrant entitles the holder to purchase one common share at a price of $0.08.
  • The warrants are exercisable for a period of two years from the closing date of the respective transaction.
• Timeline and Conditions:
  • The parties aim to negotiate and execute definitive agreements on or before March 20, 2026.
  • Completion is subject to due diligence, board approvals, third-party approvals (including TSX Venture Exchange), and signing of definitive agreements.
  • No finder's fees are expected to be payable.
  • There is no assurance that the transactions will be completed.

Notable Quotes

• "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." — Hubert Lau, CEO of Trustbix