Mr. Ralph Garcea reports

TURNIUM PROVIDES UPDATE REGARDING SHARES FOR DEBT TRANSACTION

Further to Turnium Technology Group Inc.'s news release dated March 6, 2024, the company has amended its previously announced shares for debt transaction such that the company will settle outstanding debt in the amounts of approximately $345,500 (versus $600,000 previously announced) owing to certain directors and arm's-length creditors of the company, by issuing up to 4,935,710 common shares in the capital of the company (vs. 8,567,857 shares previously announced) 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 in the month of May, 2024. 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 and officers of the company are creditors having an aggregate of $320,000 of the debt settled pursuant to the shares-for-debt transaction, the shares-for-debt transaction 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, have 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.

About Turnium Technology Group Inc.

Turnium Technology Group offers a proprietary SD-WAN solution to its customers that is faster and less expensive than its competitors. The customers benefit via enhanced performance, and crucially, a robust and cost-effective solution for maintaining uninterrupted Internet connectivity. The technology eliminates any costly connectivity downtime, thereby enabling the user to continue business and avoid any revenue losses. Turnium delivers its SD-WAN solution as a white label, disaggregated software platform that OEM (original equipment manufacturer) channel partners host, manage, brand and price. Turnium is also available to resellers as a Turnium-branded managed service. Turnium SD-WAN solutions is sold through a channel partner program designed for communications service providers, Internet and managed service providers, system integrators, and value-added resellers.

About SD-WAN

SD-WAN is revolutionizing the networking and telecommunications industry by abstracting secure, high-speed networking and network control from underlying physical circuits. SD-WAN frees enterprises, small and medium businesses, cloud, and managed services providers from the business and cost constraints imposed by traditional telecommunications companies.

We seek Safe Harbor.