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TrustBIX Inc. Regulatory Filings 2026

Apr 20, 2026

47295_rns_2026-04-20_c4201d4b-e612-4c9d-98bf-2ed4018432fb.pdf

Regulatory Filings

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FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company:

TrustBIX Inc. 9650 20 Avenue, Unit 138 Edmonton, AB T6N 1G1

Item 2 Date of Material Change:

April 15, 2026

Item 3 News Release:

A news release dated April 17, 2026 was issued and disseminated on April 17, 2026 through the services of Newsfile and filed that same date on SEDAR Plus.

Item 4 Summary of Material Change:

TrustBIX Inc. ("TrustBIX" or the "Company") announced that, further to its press release dated February 24, 2026, it has entered into definitive share purchase agreements dated April 15, 2026 to acquire 100% of the issued and outstanding shares of Zen Cyber Ltd. and xFacilitator Inc., operating as WILDCARD MSP.

Item 5 Full Description of Material Change:

The Company announced that, further to its press release dated February 24, 2026, it had entered into definitive share purchase agreements dated April 15, 2026 (the “ Definitive Agreements ”) to acquire 100% of the issued and outstanding shares of Zen Cyber Ltd. (“ Zen Cyber ”) and xFacilitator Inc., operating as WILDCARD MSP (“ WILDCARD ”) (collectively, the “ Transactions ”).

As previously disclosed, Zen Cyber is a cybersecurity consulting firm and WILDCARD is an IT managed services provider focused on small and medium-sized businesses.

Under the terms of the Definitive Agreements, the Company will acquire:

  • 100% of Zen Cyber in exchange for up to 6,250,000 consideration units; and

  • 100% of WILDCARD in exchange for up to 1,000,000 consideration units

Each consideration unit (a “ Consideration Unit ”) will consist of one (1) common share in the capital of the Company (a “ Common Share ”) and one (1) common share purchase warrant (a “ Warrant ”), with each Warrant entitling the holder to acquire one (1) Common Share at a price of $0.08 for a period of two (2) years from the date of closing.

The Consideration Units will be issued at a deemed price of $0.02 per Consideration Unit. The vendors of Zen Cyber and WILDCARD are arm’s length parties to the Company. No finder’s fees are payable in connection with the Transactions.

Zen Cyber Acquisition

The Consideration Units payable in connection with the Zen Cyber acquisition will be issued as follows:

  • 1,250,000 Consideration Units upon closing; and

  • up to 5,000,000 Consideration Units upon the achievement of certain performance milestones, including aggregate revenue of at least $715,000 and profit of at least $100,000 within twelve (12) months following the closing date.

WILDCARD Acquisition

The Consideration Units payable in connection with the WILDCARD acquisition will be issued as follows:

  • 200,000 Consideration Units upon closing; and

  • up to 800,000 Consideration Units upon the achievement of certain performance milestones, including aggregate revenue of at least $150,000 and profit of at least $20,500 within twelve (12) months following the closing date.

If such milestones are not achieved within the initial twelve (12)-month period, the Company may, at its sole discretion, extend the milestone period for up to an additional six (6) months.

The closing of the Transactions is subject to a number of terms and conditions, including without limitation, the parties obtaining all necessary consents, orders and regulatory approvals, including approval of the TSX Venture Exchange (" TSXV "), and certain other customary closing conditions.

All securities issued under the Proposed Transaction, including any Common Shares issued upon exercise of the Warrants, will be subject to a statutory four-month and one-day hold period in accordance with applicable Canadian securities laws.

Item 6 Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102:

None

Item 7 Omitted Information:

Not Applicable.

Item 8 Executive Officer:

Hubert Lau Chief Executive Officer Telephone: 1-780-456-2207

Item 9 Date of Report:

April 20, 2026