Mr. Laurie Baggio reports
MOBIO TECHNOLOGIES INC. ANNOUNCES CLOSING OF REVERSE TAKEOVER OF TRACKSUIT MOVERS INC.
Mobio Technologies Inc. has completed its reverse takeover
(RTO) of Tracksuit Movers Inc. (TMI), following final approval from the TSX Venture Exchange.
The transaction was completed in accordance with the share exchange agreement dated Feb. 14, 2025. Pursuant to the transaction, Mobio acquired 100 per cent of the issued and outstanding shares of TMI by way of one-for-five share exchange: 10 million of the issued and outstanding shares of TMI were exchanged for 50 million of newly issued shares of Mobio at a deemed issue price of 20 cents per on Mobio share. The acquisition of Tracksuit Movers Inc., a full-service moving company franchisor, establishes the company's presence in the home improvement industry.
As part of the transaction, Mobio is also pleased to announce the closing of a non-arm's-length non-brokered private placement, raising gross proceeds of $1.8-million through the issuance of nine million common shares at a price of 20 cents per share. The funds, raised from related parties as outlined in the management information circular, will support the continued expansion of Tracksuit Movers and further strengthen the company's corporate strategy posttransaction.
In connection with the transaction, disinterested shareholders approved the conversion of outstanding non-arm's-length loans payable, totalling $1,454,497, into 7,272,486 common shares of Mobio, priced at 20 cents per share. This conversion improves the company's financial position, offering increased flexibility for future operations.
Upon the completion of the transaction, Mobio's issued and outstanding capital consists of 108,855,746 common shares and 75,000 options. Out of this total, 88,907,253 of common shares are subject to escrow restriction agreements as follows: the value securities escrow agreement prescribed by Form 5D of the TSX Venture Exchange, including escrow securities release prescribed by Schedule B(2) for Tier 2 issuers.
In addition to the above, 88,907,253 of common shares will be subject to a two-year voluntary pooling agreement dated Feb. 24, 2025; the pooling agreement prescribes shares to be restricted from trading for two years until Feb. 24, 2027.
As part of the RTO, shareholders also reapproved the company's stock option plan, dated for reference April 5, 2024. The stock option plan is a 10-per-cent rolling plan, designed to incentivize key employees, directors and consultants, thereby fostering long-term growth and success.
Additionally, shareholders voted to fix the number of directors at five. Laurie Baggio, Brian O'Neill, Melanie Pump, Lance Tracey and Josh Herron were elected to the board of directors. Dale Matheson Carr-Hilton LaBonte LLP, chartered professional accountants, was reappointed as the company's auditor for the upcoming year.
The company anticipates that it will resume trading on the TSX Venture Exchange
on or about April 28, 2025.
Excluded shareholders and Multilateral Instrument 61-101 disclosure
In accordance with MI 61-101, Protection of Minority Security Holders in Special Transactions, the transaction is considered a related party transaction and was therefore subject to minority approval. Under MI 61-101, minority approval requires that the votes of related parties be excluded from the determination of approval. As a result, the votes attached to 22,634,767 Mobio shares held by related parties were excluded from the approval process for this transaction.
The circular is available under the company's profile on SEDAR+.
About Mobio Technologies Inc.
Mobio is a publicly traded company on the
TSX Venture Exchange, headquartered in
Vancouver,
B.C. The company operates
Strutta.com Media Inc., a leading social promotions platform that helps marketers convert potential customers from strangers to loyal fans and, ultimately, to buyers.
Strutta's promotions API
(application programming interface) powers social media competitions and campaigns for global brands.
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