Mr. Ralph Garcea reports

TURNIUM TECHNOLOGY GROUP INC. ANNOUNCES EXECUTION OF SHARE PURCHASE AGREEMENT WITH CLARATTI LIMITED AND NON-BROKERED PRIVATE PLACEMENT

Further to Turnium Technology Group Inc.'s news release dated Feb. 28, 2024, it has entered into a definitive share purchase agreement dated May 30, 2024, with Claratti Ltd. (which will convert to Claratti Pty. Ltd. on June 28, 2024), ACN 642 169 337 (Claratti) and each of the securityholders of Claratti (the vendors) in connection with the proposed acquisition of 100 per cent of the issued and outstanding ordinary shares in the capital of Claratti, which will result in Claratti becoming a wholly owned subsidiary of Turnium.

Pursuant to the share purchase agreement, the company will acquire 100 per cent of the issued and outstanding Claratti shares in exchange for:

1. A closing purchase price of $6-million, payable through the issuance of Class A common shares in the capital of the company at a deemed price of 15 cents per Turnium share, being a total of 40 million Turnium shares;
2. Potential earnout payments of up to $4-million, payable through the issuance of up to 26,666,666 Turnium shares if certain EBITDA (earnings before interest, taxes, depreciation and amortization) thresholds are achieved in fiscal 2025 and in fiscal 2026.

The Turnium shares issuable to the vendors in connection with the acquisition, including Turnium shares issuable in connection with the earnout payments, will be subject to a contractual resale restriction, such that:

1. Twenty-five per cent of the issuable Turnium shares will not be subject to the contractual hold period on the date of issuance thereof.
2. Twenty-five per cent of the issuable Turnium shares will be released from the contractual hold period on the date which is six months from the issue date.
3. Twenty-five per cent of the issuable Turnium shares will be released from the contractual hold period on the date which is 12 months from the issue date.
4. The final 25 per cent of the issuable Turnium shares will be released from the contractual hold period on the date which is 18 months from the issue date.

The earnout payments are contingent on the company achieving the following EBITDA projections (which requires all current and future entities to have positive EBITDA):

1. Upon achievement of an EBITDA of $1-million for the 2025 fiscal year, an earnout payment of $1-million payable through the issuance of up to 6,666,666 Turnium shares;
2. Upon achievement of an EBITDA of $3-million for the 2026 fiscal year, an earnout payment of $3-million payable through the issuance of up to 20 million Turnium shares.

The Turnium shares issuable in connection with the earnout payments will be issued at a deemed price equal to the higher of: (i) 15 cents; and (ii) the maximum discounted market price (as such term is defined in the policies of the TSX Venture Exchange) of the Turnium shares at closing on the date prior to the issuance the applicable Turnium shares. The same contractual hold period will apply to the earnout payments.

The Turnium shares issued to the vendors pursuant to the acquisition will be subject to: (i) a hold period under applicable securities laws, which will expire four months plus one day from the date of closing of the acquisition; and (ii) in the case of vendors who will become directors, officers or shareholders holding 10 per cent or more of the issued and outstanding shares of the company on a postacquisition basis, be subject to the exchange hold period, which will expire four months plus one day from the date of closing of the acquisition.

Upon completion of the acquisition, Claratti will become a wholly owned subsidiary of Turnium, and the vendors will own approximately 24.84 per cent of the issued and outstanding common shares of Turnium, assuming the offering (as defined below) is fully subscribed for.

Upon the closing of the acquisition, it is anticipated that Doug Childress, Craig Pentland, Ralph Garcea, Johan Arnet, Erin Campbell and Jim Lovie will constitute the board of directors of the Turnium. It is also anticipated that the new senior management team of Turnium will comprise Mr. Childress (chief executive officer) and Konstantin Lichtenwald (chief financial officer). The company anticipates that completion of the acquisition will effectively double the size of the company on a consolidated basis, which is expected to provide a larger base from which to cross-sell revenue and seek further acquisitions for growth.

Completion of the proposed acquisition is subject to, among other things, receipt of all necessary regulatory and shareholder approvals, including the approval of the exchange. As the proposed acquisition is not a non-arm's-length transaction (within the meaning of Policy 2.4 of the exchange), the acquisition does not require approval of the shareholders of Turnium.

The share purchase agreement

Pursuant to the share purchase agreement, certain conditions precedent must be met prior to the closing of the acquisition, including, but not limited to: (a) acceptance by the exchange, and receipt of other applicable regulatory approvals; (b) no material adverse change in the business, affairs, financial condition or operations of Claratti or Turnium having occurred between the date of entering into the share purchase agreement and the closing date of the acquisition; (c) the company being satisfied with its due diligence review of Claratti; (d) Claratti having sufficient working capital to operate the business consistent with past practice for a period of 12 months from closing and a maximum of $2.5-million in debt; (e) Claratti causing all outstanding options, warrants and securities exercisable or convertible into shares of Claratti to be exercised or converted, as applicable, into Claratti shares to be purchased by Turnium pursuant to the share purchase agreement; (f) termination of Claratti's existing shareholders' agreement; (g) entry into an executive employment agreement with Mr. Childress in connection with his appointment as CEO of the company; and (h) other customary closing conditions for a transaction of this nature. There can be no assurance that the acquisition will be completed as proposed or at all.

The acquisition will not constitute a non-arm's-length transaction (as such term is defined in the policies of the exchange). No person which is a non-arm's-length party (as such term is defined in the policies of the exchange) of Turnium has any direct or indirect beneficial interest in Claratti or its assets prior to giving effect to the acquisition and no such person is an insider of Claratti. Similarly, there is no known relationship between or among any person which is a non-arm's-length party of Turnium and any person who or which is a non-arm's-length party to Claratti.

Upon completion of the acquisition, it is expected that Turnium will be a Tier 2 technology issuer on the exchange.

Non-brokered private placement

The company also announces that it intends to complete a non-brokered private placement of up to 8,214,285 units at a price of seven cents per unit for aggregate proceeds of up to $575,000. Each unit will consist of one common share of the company and one-half of one common share purchase warrant.

Each whole warrant will be exercisable into one common share in the capital of the company at an exercise price of 10.5 cents per share for a period of two years from the date of issuance.

In connection with the offering, the company may pay finder's fees of up to 7 per cent in cash or securities or a combination of both to eligible finders, as permitted by the policies of the exchange. Insiders of the company may participate in the offering; however, no such participation has been confirmed as of the date of this press release.

The securities issued pursuant to the offering will be subject to a hold period under applicable securities laws, which will expire four months plus one day from the date of closing of the offering. Closing of the offering is subject to receipt of all necessary corporate and regulatory approvals, including approval of the exchange.

The offering is anticipated to be completed on or around June 14, 2024.

The net proceeds of the offering will be allocated toward expenses related to the acquisition and working capital requirements for the six-month period after the acquisition.

About Turnium Technology Group Inc.

Turnium is a public, exchange-listed company, which was incorporated on Oct. 17, 2017, pursuant to the laws of the Province of British Columbia. It makes Internet connections more secure and reliable for businesses. The company's proprietary software-defined wide-area networking (SD-WAN) platform is used to deliver highly reliable and secure connections using standard Internet, wireless or low-Earth orbit satellite services for maintaining uninterrupted Internet connectivity. Compared with other options, Turnium's SD-WAN solution 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 original equipment manufacturers 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 Claratti Ltd.

Claratti is an Australian unlisted public company (which will convert to private company on June 28, 2024) registered in Western Australia since June 29, 2020. Claratti is an Australian Communications and Media Authority (ACMA) licensed telecommunications carrier (No. 485), ISO27001:2019 accredited provider of telecommunications services and managed information technology and cybersecurity solutions for small and medium businesses and enterprise-level customers. Claratti sells its products and services across Australia via direct client sales, referrals, wholesale partners and through white labelled offerings.

The business of Claratti began its life as Intelligent IP Hosting Pty. Ltd. 619 361 018 on May 26, 2017, when it was co-founded by Mr. Childress and Chuck Bartle. On June 30, 2020, Intelligent IP became a wholly owned subsidiary of Claratti as part of the group's top-hat restructure. The vision behind Claratti was to build a platform-style offering where technology-as-a-service (TaaS) could be sourced from a single vendor, thus bridging the dispirit technical gaps between telecommunications, Internet service providers, hardware, software, and consulting product and service providers. Step forward to 2024, where Claratti has established its self as a Tier 3 national carrier's network, private cloud services, voice, video, managed services, managed security and 24/7 global network, IT, and security operations centre.

On an unaudited basis, for the trailing 12 months, Claratti generated $4.96-million (Australian) in revenue with an EBITDA of ($581,000 (Australian)).

Immediately prior to closing of the acquisition, there will be 21,435,085 Claratti shares outstanding. The persons noted herein own, control or direct 10 per cent or more of the outstanding Claratti shares immediately prior to closing of the acquisition.

Following closing of the acquisition, Mr. Childress and Mr. Bartle are expected to own the Turnium shares noted herein.

Mr. Childress: current CEO and director of Claratti

See the biography for Mr. Childress under the heading "proposed directors and senior management team."

Mr. Bartle: director of Claratti

Mr. Bartle is an experienced company director with over 26 years experience within the mining and technology sectors. Mr. Bartle is currently a director of: Taplan Pty. Ltd. (appointed Jan. 23, 1996); Beta Investments Pty. Ltd. (1993); (appointed June 27, 1996); Intelligent IP (appointed May 26, 2017); Mining Projects Management Group Pty. Ltd. (appointed May 22, 2017); and Design Works Pty. Ltd. (appointed April 23, 1996). Mr. Bartle was previously a director of Intelligent IP Communications Pty. Ltd. (appointed Sept. 1, 2006, resigned Sept. 13, 2013) and Margosa Graphite Ltd. He has not held any other listed directorships in the past three years.

Proposed directors and senior management team

The following are brief resumes of the currently proposed directors and officers of Turnium following the acquisition:

Mr. Childress, CEO and director (current CEO and director of Claratti)

Mr. Childress is an experienced company director with over 37 years experience as an IT and telecommunications specialist, having spent his past 26 years as chairman and chief executive officer. Mr. Childress is currently a director of Intelligent IP (appointed May 17, 2017). Mr. Childress was previously a director of Intelligent IP Communications (appointed Sept. 1, 2005). He has not held any other listed directorships in the past three years.

Mr. Lichtenwald, CFO (current CFO of the company)

Mr. Lichtenwald has over 16 years of finance and accounting experience, including corporate compliance, accounting and financial management, initial public offerings, and reverse takeovers, providing corporate finance, financial reporting, consulting and other accounting services to both small businesses as well as public companies.

Mr. Pentland: non-executive director (current director and secretary of Claratti)

Mr. Pentland is an experienced company director with over 25 years experience working within the public accounting industry. He is a chartered accountant, certified practicing accountant, chartered tax adviser and holds an MBA. Mr. Pentland is currently a director of SLS Advisory, a boutique chartered accounting practice (appointed May 10, 2011). Mr. Pentland is a director of Margosa Graphite Ltd., a publicly unlisted graphite resource company, and CGS Australia Ltd., a publicly unlisted silica quartz resource company. He has not held any other listed directorships in the past three years.

Mr. Garcea: non-executive director (current chairman and director of the company)

Mr. Garcea co-founded Focus Merchant Group in September, 2018, and has more than 22 years experience in senior positions at major domestic, international and boutique investment firms. He was a top-ranked research analyst, well regarded for the depth and breadth of knowledge of Canadian technology, gaming and industrial companies across a broad range of market capitalizations. Over the years, he has received top three rankings from Brendan Woods, Greenwich, Starmine and Thomson Reuters surveys.

Before becoming a sell-side analyst, Mr. Garcea was a research engineer for Bombardier Aerospace, and a business unit manager for Michigan-based LMS North America, managing sales, marketing and services. He holds a bachelors degree (honours) in engineering science (aerospace) from the University of Toronto and an MBA (honours) from the Schulich School of Business at York University. Mr. Garcea is a member of the Professional Engineers of Ontario (PEO), the American Institute of Aeronautics and Astronautics (AIAA), and the Society of Automotive Engineers (SAE). He currently serves as a director on the board of Toronto Stock Exchange-listed Converge Technology Solutions, TSX-V-listed Edgewater Wireless Systems and TSX-V listed Spitfyre Capital.

Mr. Arnet: executive director (current director and founder of the company)

Mr. Arnet has founded and grown six IT, Internet and telecom companies since 1995. He began developing the proprietary software that is now Turnium's SD-WAN platform in 2009. After studying computer science at Simon Fraser University he left to become an entrepreneur and continue the IT consulting work that he had started in high school. In 1999, he received the Young Entrepreneur of the Year Award from the Business Development Bank of Canada (BDC). In 2009, Mr. Arnet also started Rocket Networks, an Internet service provider business, and sold it to TeliPhone Navigata in 2014.

Ms. Campbell: non-executive director (current director of the company)

Ms. Campbell, ICD.D, has over 25 years as an entrepreneur and business adviser experience with board and corporate governance in growth and rapidly evolving technology and industrial companies. Erin has led financing, corporate transactions, restructuring, mergers and acquisitions for private and public companies operating in Canada and United States. Ms. Campbell is the founding partner of Moneta Partners, an organization providing capital markets and corporate finance advisory services.

Mr. Lovie: non-executive director (current director of the company)

Mr. Lovie has over 30 years of experience in the technology and communications sectors. He has held senior executive roles with Xerox, Bell Canada and, most recently, with Rogers Communications. Mr. Lovie's expertise in sales, service and distribution have allowed him to support the growth of these corporations. Mr. Lovie is very community minded and has participated on the board of Southlake Regional Hospital for 12 years and was the chair of the Southlake Foundation.

Further information

Turnium will provide further details in respect of the acquisition in due course by way of a subsequent news release; however, Turnium will make available to the exchange all information, including financial information, as may be requested or required by the exchange.

All information contained in this news release with respect to Turnium and Claratti was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the acquisition is subject to a number of conditions, including but not limited to, exchange acceptance. There can be no assurance that the acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in any disclosure document of Turnium required to be prepared in connection with the acquisition, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Turnium should be considered highly speculative.

We seek Safe Harbor.