TrustBIX Inc. (formerly Reco Northern Alberta Inc.) announces Receipt of Final Listing Approval and Issuance of Exchange Bulletin

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(TheNewswire)

April 25, 2019 / TheNewswire / Edmonton, Canada – Reco Northern Alberta Inc. (“RNAI” or the “Corporation”) is pleased to announce that the Corporation has received final approval from the TSX Venture Exchange (“TSXV”) for its listing application upon completion of the acquisition between RNAI and ViewTrak Technologies Inc. (“ViewTrak”).  RNAI had applied for listing approval from the TSXV in connection with a triangular amalgamation (“Amalgamation”) involving RNAI (post-consolidation on a 100 old to 1 new share basis), ViewTrak, BIXSco Inc. (“BIXSco”), Feedlot Solutions Ltd. (“Feedlot Solutions”) (BIXSco and Feedlot Solutions are referred to as “ViewTrak Subsidiaries”) and 2141987 Alberta Ltd. (“#co”), a wholly owned subsidiary of RNAI created solely for the purpose of effecting the Amalgamation, in accordance with the Business Corporations Act (Alberta).

 

As the resulting issuer, the Corporation will now be called TrustBIX Inc. (“TrustBIX”) at the completion of the Amalgamation and consolidation of the RNAI common shares.

 

The TSXV has provided its final listing approval and has issued an exchange bulletin dated April 25, 2019 announcing that effective at the opening on Monday April 29, 2019, the common shares of TrustBIX Inc. will commence trading on the TSXV under the ticker symbol “TBIX”.

 

"We are thrilled for this transaction and I am extremely excited to remain on the board of TrustBIX as TrustBIX opens a whole new chapter" said Mr. Hugh Zhen, CEO of RNAI.

 

Mr. Hubert Lau, CEO and President of TrustBIX stated the following:

 

"We are immensely excited to join forces with Mr. Hugh Zhen to develop TrustBIX sustainability solutions for enhancing global food production."

 

At the annual and special meeting of the shareholders of RNAI (“Meeting”) held on April 15, 2019, RNAI shareholders passed resolutions (collectively, the “Transaction Resolutions”) approving certain matters in connection with the Proposed Transaction (as defined below), including (i) consolidation of the issued and outstanding RNAI Shares on the basis of one (1) post-consolidation common share for every one hundred (100) pre consolidation issued and outstanding common shares (the “Consolidation”); (ii) a change of name to “TrustBIX Inc.” (the “Name Change”); (iii) the listing of the common shares of TrustBIX Inc. on the TSXV (“Listing”); (iv) reconstitution of the board of directors effective on the completion of the Amalgamation; (v) an amendment to the articles of RNAI in connection with the share rights of Preferred Series I Shares (“Amendment”); (vi) adoption of a new by-law relating to quorum (the “By-law”); and (vii) adoption of a stock option plan (“Stock Option Plan”).  The Consolidation, Name Change, Listing and Amendment received the required approval of 662/3% of the votes cast at the Meeting while the By-law and Stock Option Plan received the required approval of the holders of a simple majority of the votes cast.

 

As a result of the Amalgamation, ViewTrak  amalgamated with BIXSco, Feedlot Solutions and #co and has continued as one corporation under the name of ViewTrak Technologies Inc. (“Amalco”), which is a wholly owned subsidiary of TrustBIX. As a result of the Amalgamation and closing of the Proposed Transaction:

 
  1. (i) one (1) common share of TrustBIX was  issued in exchange for every one (1) common share of ViewTrak held;  

 
  1. (ii) one (1) preferred share of Amalco was issued in exchange for every one (1) preferred share of ViewTrak held.  The preferred shares of Amalco have now been redeemed for the cash amount of $1.00 per preferred share, effective the date of the Amalgamation;  

 
  1. (iii) one (1) common share purchase warrant of TrustBIX was issued, on the same terms and conditions, in exchange for every one (1) common share purchase warrant of ViewTrak held;  

  1. (iv) one (1) stock option of TrustBIX was issued, on the same terms and conditions, in exchange for every one (1) stock option of Option held; and  

 
  1. (v) all of the common shares of Amalco became owned by TrustBIX upon the completion of the Amalgamation of ViewTrak with BIXSco, Feedlot and #co. 

 

Pursuant to the amended amalgamation agreement dated April 15, 2019 between RNAI, ViewTrak, BIXSco, Feedlot Solutions and #co (the “Amalgamation Agreement”), RNAI, as TrustBIX Inc., on a post-Consolidation and Name Change basis has acquired all of the issued and outstanding common shares of ViewTrak and all of the outstanding common share purchase warrants of ViewTrak in consideration of common shares and common share purchase warrants of TrustBIX. (the “Proposed Transaction”).

 

As a condition precedent to the Amalgamation, Amalco was be required to be in possession of sufficient capital as of the date of the Amalgamation to cause the redemption of the Amalco preferred shares on that date for proceeds of $1,808,942. The share redemption was effected on April 15, 2019 and the redemption proceeds have now been released to the former preferred shareholders.

 

Also, as a result of the completion of the Amalgamation which was approved by the shareholders at the Meeting held on April 15, 2019, the board of directors of TrustBIX now consists of: David Douglas Schuster, Hubert Lau, Edward (Ted) Kent Power, Tony Gale Barlott, Fredrick John Ruzicka, Hugh Zhen and William Shea Jameson.

 

The biographies of the Corporation’s directors and key officers as follows:

 

David Douglas Schuster, Chairman of the Board and Director

 

David Douglas Schuster is an investment management professional with over 40 years in the finance industry. Mr. Schuster was a founding partner of Adroit Investment Management Ltd., an independent Alberta based investment portfolio management firm. During his tenure at Adroit, the firm grew from zero assets under management to $1.25 billion. In 2008, controlling interest of the company was sold to the Canadian Western Bank, its first foray into the investment management business. David continued as the President and CEO of the firm until his retirement in 2014.

 

Hubert Lau, President, Chief Executive Officer and Director

 

Mr. Lau has been the Executive Vice President of ViewTrak since 2012. He is a entrepreneur, who has assembled an innovative team of professionals to execute ViewTrak’s growth strategy. He was the one who saw the market and growth potentials of the Beef InfoXchange System (BIXS) if ViewTrak partnered with the Canadian Cattlemen’s Association to create a for profit company. He is at the center of strategic partnerships, pricing and business development at ViewTrak. Previously he was the President and CEO of Ekota Central Ltd.

 

Edward Kent Power, Chief Operating Officer, Corporate Secretary and Director

 

Mr. Power has been the President of ViewTrak since 2012. He is also an entrepreneur, who has implemented traceability technology solutions in the  metals industry and works with many of the largest pipe, valve and fittings companies in the world. He has applied many of his proven strategies into ViewTrak. Mr. Power is also the President and Chief Executive Officer of Trace Applications Inc.

 

Tony Gale Barlott, Director

Mr. Barlott is an independent business adviser with over 40 years of executive, governance and financial experience. He currently sits on a number of private company advisory boards and boards of directors. Tony’s broad industry experience in leading and building organizations includes: CFO of Reliance Group of Companies, a North American diversified industrial and oilfield manufacturing and distribution group; President and Chief Executive Officer of Creative Door Services Ltd., North America’s largest supplier and installer of overhead door products; and CFO (as well as Corporate Secretary and Director (subsidiaries)) of ZCL Composites Inc., a former TSX listed public manufacturing company.

 

Fredrick John Ruzicka, Director

 

Mr. Ruzicka was a director for ViewTrak and BIXSco. He earned a diploma in Viking, Alberta and has been has been an entrepreneur most of his life. Mr. Ruzicka operated and owned a livestock and grain trucking business for 20 years. After selling this operation he went on to build a grain elevator on track with a 30 car rail facility, and he became a licenced wheat board agent shipping grain, coast to coast. He has been a licenced livestock order buyer bonded by Livestock Identification Services for more than 25 years. Mr. Ruzicka has had his real estate licence for several years.

 

Hugh Zhen, Director

 

Mr. Zhen studied Electronic and Computer Science at the Television University of Guangdong, China. He then obtained a certificate in Logistics Economic Management from the Hunan College, China. Mr. Zhen continued on his studies at the Vancouver Community College earning a certificate in English and Business Management. He then earned an Interior Design Certificate from the British Columbia Institute of Technology (BCIT).

 

Mr. Zhen, has worked as a sales representative for the Metal Recycling company in Jiangmen, Guangdong, China. He was also a teacher at the Education Department of Metatrail Board of Guangdong teaching mathematics and magnetic theory. Mr. Zhen went on to teach at the China College of Material and Economics teaching Mathematics and Material Circulation. When he immigrated to Canada in 1986 he worked with Design Resources Inc. as an assistant manager in upholstery. Then in 1989 he started a new company Yin Furniture Ltd. In 1996 he started a new design company Reco Decoration Group Inc. This company specializes in commercial decoration from design to completion. It is called a Design and Build company. Since 2003, Mr. Zhen has been the CEO and president of Reco International Group Inc., which is a venture issuer on the TSXV under symbol RGI. Since November 28, 2013, Mr. Zhen has been a director and officer of RNAI.

 

William Shea Jameson, Director

 

Mr. Jameson is currently the Chief Executive Officer for the JGL Group of Companies. He leads all aspects of financial planning and business development for the group that include: JGL Livestock, JGL Commodities Ltd., Canadian Cattle Buyers Credit, Hawk’s Agro Inc., and Ag First Financial Corp. Mr. Jameson’s previous board experience is mainly with not-for-profit entities and includes the Board of the Moose Jaw Warriors, a community owned hockey club that is part of the Western Hockey League (WHL). Shea has also sat on various advising committees within the Canadian Cattle Industry and local fundraising committee’s supporting major community initiatives within the Moose Jaw area.

 

Jaison Lee, Chief Financial Officer

 

Mr. Lee is a Chartered Professional Accountant and was appointed Chief Financial Officer of ViewTrak in 2018.  Previous to this, Mr. Lee was the Senior Manager at Crowe Mackay LLP, Senior Manager at KPMG LLP, Chief Operating Officer at Yorkton Group International and Senior Manager at EY LLP.

 

Deborah Wilson, Senior Vice-President

Ms. Wilson, has extensive experience in industry including business practices, livestock production and financing. She and her husband implemented the use of computers in their operation in the late 1980’s, operated the largest single breed bull test in Canada, selling over 500 performance-tested bulls annually in Canada and the US. They were the largest exporter of Canadian genetics in the mid 80’s, introducing the first continental genetics to the largest privately-owned ranch in the US at that time, Parker Ranch in Hawaii. Deborah has an extensive background in the communications and marketing fields, sitting on the Canadian Agrimarketing Association national board for 5 years. She received the Honour Roll of Alberta from this organization in 2012. Deborah sits on the National Council for the Canadian Roundtable for Sustainable Beef (CRSB), was an advisor to the CRSB Verification Committee, and serves on the Marketing and Communications committee. She currently serves on the CRSB Business Strategy Committee, as well as the project management team for the Canadian Beef Sustainability Acceleration (CBSA) Pilot project

 

TrustBIX had proposed a non-brokered private placement (the "Concurrent Financing") in accordance with the terms of the Amalgamation Agreement of a minimum of 6,000,000 units ($3,000,000) and up to 8,000,000 units ($4,000,000) (“Concurrent Financing Units”) at a price of $0.50 per Concurrent Financing Unit for gross proceeds of up to $4,000,000.  Each Concurrent Financing Unit will consist of: (i) one common share of TrustBIX Inc. (“TrustBIX Shares”) and (ii) a one half (1/2) share purchase warrant to acquire one additional TrustBIX Share at a price of $0.75 for a period of two (2) years from the date of closing, provided that if, after four months plus one day following the date of closing, the closing price of the TrustBIX Share on the principal market on which such shares trade exceeds $1.25 per TrustBIX Share for a period of greater than twenty (20) consecutive trading days, the warrants shall automatically accelerate to expire within thirty (30) calendar days following the date of a press release announcing the reduced term of the warrants, without any further notification to be provided.

 

TrustBIX is pleased to announce that the Concurrent Financing was over-subscribed and as such was closed at the maximum of 8,000,000 units for gross proceeds of $4,000,000 on April 17, 2019.

 

The TrustBIX Shares and warrants received in connection with the Concurrent Financing are subject to a hold period of four months and one day under applicable securities legislation.

 

TrustBIX has also paid referral fees of up to 8% for any referrals made during the Concurrent Financing payable in cash in the aggregate amount of $216,200.

 

An aggregate of 8,159,205 TrustBIX Shares are subject to certain resale or escrow restrictions (the “Escrow or Restricted Shares”).  Of these Escrowed or Restricted Shares, 650,000 TrustBIX Inc. units (originally common shares and warrants of ViewTrak) issued to RNAI are subject to a TSXV condition requiring them be held for a period of twelve (12) month from the date of issuance.  The remaining Escrowed or Restricted Shares are TrustBIX Shares (originally common shares of ViewTrak and RNAI (TrustBIX Inc. as successor)) issued to the principals of TrustBIX and are held in escrow (“Escrow”) pursuant to a TSXV Value Escrow Agreement for Tier 2 Issuers and are releasable over a 36-month period following the issuance of a final TSXV bulletin.

 

TrustBIX Inc. has granted stock options to directors, officers and employees of TrustBIX Inc. to purchase an aggregate of 3,333,330 common shares pursuant to its stock option plan, in exchange for previously issued ViewTrak options.  Of these options, 1,333,330 have an exercise price of $0.15 per TrustBIX Share and 2,000,000 have an exercise of $0.50 per TrustBIX Share, which price has been revised as per TSXV direction.  Stock options issued to principals will also be subject to Escrow.

 

Following the approval of the Transaction Resolutions, RNAI will issue on a letter of transmittal basis one (1) Preferred Series I Share for each common share of RNAI held, which will be used as a vehicle for a “dividend-in-kind” to the original shareholders of RNAI.

 

For further details, please refer to Notice and Joint Management Information Circular of RNAI and ViewTrak dated February 28, 2019 and filed under RNAI’s corporate profile on SEDAR at www.sedar.com.  

 

FOR MORE INFORMATION CONTACT:

Mr. Hubert Lau

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 or accuracy of this release.

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