Trustbix signs LOI to acquire Output Provider Solutions

Executive Summary

• Trustbix Inc. has signed a non-binding Letter of Intent (LOI) to acquire 100% of the shares of Output Provider Solutions Inc. (OPS), a private Canadian technology services company.
• The acquisition is structured as a share-for-share exchange, with Trustbix issuing up to 5 million units to OPS shareholders.
• The transaction aims to expand Trustbix's technology platform capabilities within the agriculture and agrifood ecosystem, with OPS CEO Paris Lee remaining as President of OPS post-closing.

Key Details

• Transaction Structure: Trustbix will acquire 100% of issued and outstanding shares of OPS.
• Consideration: Up to 5,000,000 units issued to OPS.
• Unit Composition: Each unit consists of one common share of Trustbix and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of $0.08 CAD for a period of two years from the closing date.
• Target Company: Output Provider Solutions Inc. (OPS), based in Edmonton, Alberta.
• Target Business: OPS provides technology services including connected communications, omnichannel customer experience, and business operations/productivity software for clients in Canada, the US, the UK, and Australia.
• Management: Paris Lee, current CEO of OPS, is expected to continue as President of OPS, reporting to Trustbix CEO Hubert Lau.
• Strategic Rationale: To strengthen Trustbix's platform and expand capacity to deliver value-added products across the agriculture and agrifood ecosystem.
• Timeline: Parties aim to execute a definitive agreement on or before February 27, 2026.
• Conditions Precedent: Due diligence, board approvals, third-party approvals (including TSX Venture Exchange), and signing of a definitive agreement.
• Fees: No finder's fee is expected to be payable.

Notable Quotes

• Hubert Lau, CEO of Trustbix: "Building on Trustbix's previously announced technology platform strategy, this acquisition will strengthen its platform and expand Trustbix's capacity to deliver value-added products and services across the agriculture and agrifood ecosystem."
• Paris Lee, CEO of OPS: "Joining Trustbix will accelerate OPS's momentum. This acquisition will give us the scale to grow faster and serve our customers even better. Together, we will help agricultural producers and supply chain partners deploy and integrate proven technologies into turnkey, end-to-end solutions."