TrustBIX Inc. Announces Conditional Acceptance from the TSX Venture Exchange and Completion of Initial Tranche of Previously Announced Upsized Private Placement

Newsfile Corp.
·4 min read

Edmonton, Alberta--(Newsfile Corp. - January 26, 2021) - TrustBIX Inc. (TSXV: TBIX) ("TrustBIX" or the "Company") is pleased to announce that the non-brokered private placement financing ("Private Placement") announced on January 14th, 2021 for up to $1,500,000 and upsized to $2,000,000 on January 15th, 2021 has received conditional acceptance from the TSX Venture Exchange (the "Exchange") for closing purposes. TrustBIX is also pleased to announce that due to strong investor demand, the Private Placement was further increased to $2,100,000 on January 21st, 2021 which has been accepted by the Exchange such that the Company may issue up to 10,500,000 units ("Units").

TrustBIX has closed on the initial tranche of subscriptions of 6,632,343 Units at a price of $0.20 per Unit for gross proceeds of $1,326,468 that includes the completion of 2,382,343 Units issued to certain insiders of TrustBIX as previously disclosed, which will represent approximately 22.5% of the total financing.

Each Unit is 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 $0.30 for a period of one (1) year from the date of closing. If after four (4) months and one (1) day from the date of closing the trading price of the Common Shares on the principal market on which such shares trade closes at a price that is equal to or exceeds $0.50 per Common Share for twenty (20) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants. In the event of acceleration, the expiry date will be accelerated to a date that is thirty (30) days after the date that written notice has been given to the warrant holder or the date that TrustBIX has issued a press release announcing the exercise of the acceleration right; and thereafter, no further notification will be provided by the Company to the subscribers.

The issuance of Units to insiders pursuant to the Private Placement will constitute a "related party transaction" as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. In particular, TrustBIX anticipates that the exemptions set out in paragraphs (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the related parties will not exceed 25% of the market capitalization of TrustBIX and TrustBIX is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the related parties will not exceed 25% of the market capitalization of TrustBIX, the distribution of the securities to the related parties will have a fair market value of not more than $2,500,000 and TrustBIX is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.

The securities issued under the Private Placement are subject to a four-month hold period from the time of closing of the Private Placement.

In addition, the Company has paid a finder's fee, of $122,500 cash, in connection with this initial closing.

TrustBIX will use the net proceeds from the Private Placement for general working capital and growing its business.

About TrustBIX (TSXV: TBIX)

As an innovative leader, TrustBIX provides agri-food traceability. By addressing consumer and agri-food business demands, the Company has a goal to become the most trusted and largest source of third-party food traceability and sustainability information globally - Gate to Plate®. TrustBIX Inc.'s focus is to create a world where we trust more, waste less and reward sustainable behaviour. The Company's proprietary platform, BIX (Business infoXchange System), is designed to create trust without compromising privacy through innovative use of data and technology. Extensive R&D has allowed TrustBIX to create a new blockchain-derived technology to complement its mature and proven traceability systems. By leveraging BIX and its unique use of incentive solutions, the Company can deliver independent validation of food provenance and sustainable production practices within the supply chain. ViewTrak Technologies Inc., a wholly owned subsidiary, provides a suite of hardware and software solutions to the livestock industry in Canada, United States, Mexico and China, such as Auction Master Pro, Market Master, Feedlot Solutions and pork grading probes. For more information, visit www.trustbix.com, or follow us on Twitter twitter.com/@TrustBIX_Inc, Facebook at www.facebook.com/BIXSco, or LinkedIn: https://www.linkedin.com/company/bixsco-inc-/.

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/72853