Mr. Ralph Garcea reports

TURNIUM TECHNOLOGY GROUP INC. ANNOUNCES CLOSING OF ACQUISITION OF CLARATTI PTY LTD (FORMERLY, CLARATTI LIMITED) AND CONCURRENT NON-BROKERED PRIVATE PLACEMENT

Further to Turnium Technology Group Inc.'s news releases dated Feb. 28, 2024, and May 30, 2024, the company has completed its acquisition of 100 per cent of the issued and outstanding securities of Claratti Pty. Ltd. (formerly Claratti Ltd.).

The acquisition was completed pursuant to a definitive share purchase agreement dated May 30, 2024, with Claratti and each of the securityholders of Claratti (the vendors). Certain non-material terms of the share purchase agreement were amended pursuant to an amending agreement between the company and Claratti dated July 26, 2024, and a second amending agreement between the company and Claratti dated as of Aug. 22, 2024. As a result of the acquisition, Claratti is now a wholly owned subsidiary of Turnium.

In connection with the acquisition, the company has issued to the vendors 40 million Class A common shares in the capital of the company at a deemed price of 15 cents per consideration share. The consideration shares are subject to a four-month hold period under applicable securities laws expiring on Dec. 23, 2024, along with a contractual resale restriction (the contractual hold period), such that:

1. 25 per cent of the issuable consideration shares are not subject to the contractual hold period as of the completion of the acquisition;
2. 25 per cent of the issuable consideration shares will be released from the contractual hold period on the Feb. 22, 2025;
3. 25 per cent of the issuable consideration shares will be released from the contractual hold period on Aug. 22, 2025;
4. The final 25 per cent of the issuable consideration shares will be released from the contractual hold period on Feb. 22, 2026.

The consideration shares issued to certain 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 will be subject to the TSX Venture Exchange's exchange hold period, which will expire on Dec. 23, 2024. Douglas Childress, who will become chief executive officer of the company postclosing of the transaction, has also pledged all of his right, title and interest in and to 13,918,284 consideration shares beneficially owned by him to secure the payment and performance of Claratti in connection with certain outstanding debt of Claratti and Douglas Childress's holding company in the aggregate principal amount of $3,545,000 (Australian).

In addition to the consideration shares, the vendors may be issued additional Class A common shares in the capital of Turnium with an aggregate deemed value of up to $4.0-million upon the achievement of certain EBITDA (earnings before interest, taxes, depreciation and amortization) projections, as more particularly described in the company's news release dated May 30, 2024.

As a result of the acquisition and the completion of the concurrent private placement (as defined herein), the vendors now own an aggregate of approximately 24.40 per cent of the issued and outstanding Class A common shares of Turnium. No new 10 per cent holders of the common shares have been created pursuant to the acquisition; however, in the event that the earnout payments under the share purchase agreement are achieved, Mr. Childress, who currently owns 15,175,830 common shares and may own up to 25,267,757 common shares upon full payment under the earnout, and Chuck Bartle, who currently owns 11,910,368 common shares and may own up to 19,830,764 common shares upon full payment under the earnout, may each become owners of 10 per cent or more of the issued and outstanding common shares.

The company's board of directors is now constituted of Mr. Childress (Claratti nominee), Craig Pentland (Claratti nominee), Ralph Garcea (previous director of Turnium), Johan Arnet (previous director of Turnium), Erin Campbell (previous director of Turnium) and Jim Lovie (previous director of Turnium). The new senior management team of Turnium comprised Mr. Childress (chief executive officer) and Konstantin Lichtenwald (chief financial officer). For additional details regarding the new directors and senior management team of the company, please refer to the section titled "Proposed Directors and Senior Management Team" in the company's news release dated May 30, 2024.

Turnium is continuing as a Tier 2 technology issuer on the exchange.

Concurrent private placement

The company also announces that it has completed its previously announced upsized non-brokered private placement of 11,139,303 units at a price of seven cents per unit for aggregate proceeds of approximately $780,000. Each unit comprised one common share of the company and one-half of one common share purchase warrant.

Each whole warrant is exercisable into one common share in the capital of the company at an exercise price of 10.5 cents per share (the exercise price) until Aug. 22, 2026 (the expiry date).

In connection with the concurrent private placement, the company paid certain arm's-length finders a cash commission in the aggregate amount of $23,170 and issued an aggregate of 331,000 non-transferable finder's warrants of the company exercisable at any time prior to the expiry date, with each such finder's warrant entitling the holder thereof to purchase one common share, at an exercise price equal to the exercise price, subject to adjustment in certain events.

The securities issued pursuant to the concurrent private placement are subject to a hold period under applicable securities laws, which will expire on Dec. 23, 2024.

The net proceeds of the concurrent private placement have been allocated toward expenses related to the acquisition and working capital requirements for the six-month period after the acquisition.

TSX Venture Exchange acceptance

The exchange has conditionally accepted the acquisition and the concurrent financing. The acquisition and the concurrent financing remain subject to the final acceptance of the exchange.

About Turnium Technology Group Inc.

Turnium makes Internet connections more secure and reliable for businesses. The company's cloud-native 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 its 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 Turnium 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.

About Claratti Pty. Ltd.

Claratti is an Australian unlisted public company (which converted to private company on June 28, 2024) registered in Western Australia since June 29, 2020. Claratti (through its wholly owned subsidiary, Intelligent IP Hosting Pty. Ltd.) is an Australian communications and media authority (ACMA) licensed telecommunications carrier (No. 485), ISO27001: 2013 (certificate No. 4294-16961-01) accredited provider of telecommunications services and managed IT and cybersecurity solutions for SMB (small and medium-sized 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.