File: Attachment Turnium - News Release re Shares for Debt Transaction Completion_May092024.pdf

Turnium Completes Shares for Debt Transaction

May 9, 2024 Vancouver, Canada Turnium Technology Group Inc. (TSXV: TTGI) (FSE: E48) ("Turnium" or the "Company"), is pleased to announce that, further to its news releases dated March 6, 2024 and May 8, 2024, the Company has completed its previously announced shares for debt transaction, pursuant to which the Company has settled outstanding debt in the aggregate amount of approximately C$345,500.00 (the "Debt") 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 (the "Common Shares") at a deemed price of C$0.07 per Common Share (the "Shares-for-Debt Transaction"), to the creditors. The Common Shares to issued pursuant to the Shares-for-Debt Transaction are subject to a hold period of four (4) months and one (1) day from the date of issuance.

As certain directors and officers of the Company (the "Related Parties") are creditors having an aggregate of C$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 ("MI 61-101"). 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.

We make internet connections more secure and reliable for businesses. Our software-defined wide area networking (SD-WAN) software platform is licensed by our 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 to other options, the proprietary software-based solution that we offer 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 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.

For more information, contact sales@ttgi.io, visit www.turnium.com, or follow us on Twitter @turnium.

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. # # #

Turnium Contact: Chairman: Ralph Garcea, Email: rgarcea@ttgi.io, Telephone: +1 416-304-9125 Investor Relations: Bill Mitoulas, Email: investor.relations@ttgi.io, Telephone: +1 416-479-9547 Media inquiries: please email media@ttgi.io. Sales inquiries: please email sales@ttgi.io www.ttgi.io, www.turnium.com

CAUTIONARY NOTES Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.