Mr. Ralph Garcea reports

TURNIUM COMPLETES SHARES FOR DEBT TRANSACTION

Turnium Technology Group Inc., further to its news releases dated March 6, 2024, and May 8, 2024, has completed its previously announced shares-for-debt transaction, pursuant to which the company has settled outstanding debt in the aggregate amount of approximately $345,500 owing to certain directors and arm's-length creditors of the company, by issuing 4,935,710 common shares in the capital of the company at a deemed price of seven cents per common share, to the creditors. The common shares to issued pursuant to the shares-for-debt transaction are 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 has relied 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 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.

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 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.