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TrustBIX Inc. Announces Execution of Definitive Agreements to Acquire Zen Cyber Ltd. and WILDCARD MSP

TrustBIX Doubles Down on Dilution Amidst AgTech Pivot as Losses Persist

By The Northwire Desk — AI Analysis Apr 17, 2026 · 09:15 TBIX · 0.015 Trustbix Inc.

Executive Summary

TrustBIX Inc. executed definitive agreements to acquire Zen Cyber Ltd. and WILDCARD MSP (xFacilitator Inc.).
Consideration is structured in "Consideration Units" consisting of one common share plus one warrant per unit.
Total potential issuance: 6,250,000 units for Zen Cyber and 1,000,000 units for WILDCARD MSP.
Deemed price per unit is $0.02, while current market trading price is $0.01.
Warrants allow purchase of shares at $0.08 per share for two years from closing.
Milestone-based earn-outs: Additional units contingent on revenue and profit targets within 12 months post-closing.
Zen Cyber milestones: $715,000 revenue and $100,000 profit.
WILDCARD MSP milestones: $150,000 revenue and $20,500 profit.
Transactions subject to TSX Venture Exchange regulatory approval and standard statutory hold periods (4 months + 1 day).

Material Impact

Dilution Risk: The issuance of up to 7.25 million units represents significant dilution on a company trading at $0.01 per share, effectively doubling or tripling the float depending on current outstanding shares.
Valuation Discrepancy: Management values the consideration unit at $0.02, double the current market price of $0.01, suggesting management believes in asset value but imposes immediate dilution on existing shareholders.
Financial Performance: The company reported a net loss of $104,214 for Q1 2025 (continuing operations), despite YoY improvement. Full year 2025 loss was $1.06 million.
Strategic Pivot Confirmation: This news confirms the February 2026 Letters of Intent (LOIs) previously announced, moving from speculative intent to definitive agreement.
Cash Flow Concerns: Operating cash flow usage decreased in Q1 ($20,572), but FY2025 saw higher burn ($192,785). The acquisition is equity-funded, avoiding immediate cash drain but increasing share count risk.
Market Expectation: As the LOIs were announced on February 24, 2026, this definitive agreement was largely anticipated by the market, reducing surprise factor.

TBIX · Price

Company Overview

Core Business: Transitioning from legacy software (Auction Master Pro) to an integrated "Gate-to-Plate" (G2P) platform focusing on agriculture, livestock auctions, and indoor farming management.
Flagship Project: Indoor Farm Management System (IFMS) acquired from Mindsgate Ltd., providing ERP-grade solutions for IoT, AI plant recognition, and traceability.
Recent Acquisitions: Zen Cyber Ltd. (Cybersecurity consulting), WILDCARD MSP (IT managed services), Output Provider Solutions Inc. (Technology services).
Strategic Shift: Moving from direct software installation/support to licensing technology through strategic partners (SaaS model).
Discontinued Operations: ViewTrak Technologies reclassified as discontinued; Market Master and Auction Master Pro support contracts assigned to third-party IT Group.

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