01:35:33 EDT Mon 20 May 2024
Enter Symbol
or Name
USA
CA



Turnium Technology Group Inc
Symbol TTGI
Shares Issued 104,605,243
Close 2024-03-05 C$ 0.06
Market Cap C$ 6,276,315
Recent Sedar Documents

Turnium to settle $600K debt with 8.56 million shares

2024-03-06 11:28 ET - News Release

Mr. Ralph Garcea reports

TURNIUM ANNOUNCES SHARES FOR DEBT TRANSACTION, PROMISSORY NOTES AND GRANT OF OPTIONS

Turnium Technology Group Inc. will enter into debt settlement agreements to settle outstanding debt in the amounts of approximately $600,000 owing to certain directors and arm's-length creditors of the company, by issuing 8,567,857 common shares in the capital of the company, at a deemed price of seven cents per common share, to the creditors. The board of directors has determined that it is in the best interests of the company to settle the outstanding debt by the issuance of common shares in order to preserve the company's cash for continuing operations.

Closing of the shares for debt transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange. The company intends to close the shares for debt transaction as soon as practicable. The common shares to be issued pursuant to the shares for debt transaction will be subject to a hold period of four months and one day from the date of issuance.

As certain directors of the company are creditors having an aggregate of $465,000 of the debt settled pursuant to the shares for debt transaction, it is considered to be a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. All of the independent directors of the company, acting in good faith, considered the shares for debt transaction and have determined that the fair market value of the common shares being issued to related parties and the consideration being paid is reasonable. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) of MI 61-101.

Grant of options

The company further announces that it has granted 3.8 million options to certain consultants at an exercise price of seven cents per share. The options are issued pursuant to the company's option plan as approved by the shareholders at the last annual meeting and are exercisable for a period of five years.

Loan agreements

The company is pleased to also announce that, subject to regulatory approval, it will be entering into loan agreements with lenders pursuant to which the company will borrow a total of $300,000. The loans will bear interest of 14 per cent per annum. The maturity date of the loans will be the date that is six months following the date that the lenders provide the loans to the company. The loans may be repaid prior to their maturity with a minimum interest payment of six months. One lender is a director of the company, and the other lenders are at arm's length to the company.

Subject to the approval of the TSX Venture Exchange, the company will issue share purchase warrants to each lender (an aggregate of three million share purchase warrants) as inducement for the loans. Each loan bonus warrant will entitle the holder to purchase one common share of the company at an exercise price of 10 cents until the date that is 12 months following the date that the company issues the loan bonus warrants to the lenders. The warrants will be subject to an acceleration clause allowing for the acceleration of the warrants should the shares trade at or above 20 cents for any 10 consecutive trading days.

About Turnium Technology Group Inc.

Turnium makes Internet connections more secure and reliable for businesses. Its software-defined wide-area networking (SD-WAN) software platform is licensed by its global network of channel partners and used to deliver highly reliable and secure connections to the applications and data that their business and enterprise customers need using cost-effective standard Internet, wireless or low-Earth orbit satellite services. Compared with other options, the proprietary software-based solution that the company offers is easier to manage, more flexible and faster to deploy, and more cost-effective than virtual private network (VPN) solutions or the services offered by traditional telecommunication carriers.

We seek Safe Harbor.

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