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TrustBIX Inc. Capital/Financing Update 2020

Feb 15, 2020

47295_rns_2020-02-14_e67431f0-eb72-45fd-9799-e6711226453b.pdf

Capital/Financing Update

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News Release

FOR IMMEDIATE RELEASE: February 14, 2020

TRUSTBIX INC. ANNOUNCES CONDITIONAL APPROVAL FOR CLOSING OF PRIVATE PLACEMENT UNIT OFFERING Edmonton, Alberta, Canada

TrustBIX Inc. (“TrustBIX” or the “Company”) (TSX.V: TBIX) is pleased to announce that the non-brokered unit offering (“ Offering ”) announced on January 31, 2020 has received conditional acceptance from the TSX Venture Exchange to close on and issue 509,294 Units at a price of $0.60 per Unit for gross proceeds of $305,576.40. Each Unit is comprised of one (1) common share in the capital of the Company (“ Common Share ”) and one-half (½) Common Share purchase warrant and each whole warrant is referred to as a “ Warrant ”. Each Warrant entitles the holder to purchase one (1) Common Share at a price of $0.90 for a period of two (2) years from the Closing Date. If the closing price of the Common Shares on the principal market on which such shares trade is equal to or exceeds $1.75 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 the Company 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.

TrustBIX intends to allocate the proceeds from this closing to fund corporate development activities and general working capital of the Company.

The participation in the Offering by an executive officer of TrustBIX may be considered a "related party transaction" (the “Related Party”) as defined under Multilateral Instrument 61-101 ("MI 61-101"). TrustBIX has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available. In particular, TrustBIX has determined 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 Party does 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 Party does not exceed 25% of the market capitalization of TrustBIX, the distribution of the securities to the Related Party has 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.

Pursuant to applicable Canadian securities laws, the securities issued under the Offering are subject to a fourmonth hold period from the time of closing of the Offering.

About TrustBIX (TSXV: TBIX)

As an innovative leader, TrustBIX provides agri-food traceability solutions in Canada, United States, China and Mexico. By addressing consumer and agri-food business demands, the Company’s goal is 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, leading-edge and secure distributed ledger platform, Business InfoXchange System (BIX), and its unique use of incentive solutions, are able to 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 North America and China, such as Auction Master Pro, Market Master, Feedlot Solutions and pork grading probes.

FOR MORE INFORMATION CONTACT:

Mr. Hubert Lau Mr. David Schuster President and CEO Investor Relations Telephone: (780) 456-2207 Telephone: (780) 456-2207 Email: [email protected] Email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy of accuracy of this release.

Address 2[nd] Floor, 10607 82 Street NW, Edmonton, AB T6A 3N2 Toll-Free 866.456.2207 Website www.trustbix.com