Mr. Bill Mitoulas reports
TURNIUM TECHNOLOGY GROUP ANNOUNCES CLOSING OF FIRST TRANCHE OF UNSECURED CONVERTIBLE NOTE OFFERING
Turnium Technology Group Inc. has closed the first tranche of a non-brokered private placement of unsecured convertible notes for aggregate gross proceeds of up to $1-million.
The notes bear interest at a rate of 15 per cent per annum, will mature in 18 months of the issuance date and will be convertible, at the sole discretion of the holder, into units of the company at a conversion price of eight cents per unit for the first 12 months and 10 cents for the remaining term (the conversion price).
Each unit shall consist of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one common share at 10 cents per warrant share for two years from the date of issue subject to adjustment in certain customary events.
The company may, at its option, accelerate the expiry date of the warrants on 30 days of notice if the volume-weighted average trading price (VWAP) of the common shares on the TSX Venture Exchange is greater than 30 cents for the preceding 10 consecutive trading days.
The first tranche closing of the offering comprised the issuance of unsecured convertible notes in the aggregate principal amount of $501,000 (the first tranche closing). The notes issued in connection with the first tranche closing will mature on May 4, 2026.
The first tranche notes will be unsecured obligations of the company and shall rank pari passu in right of payment of principal and interest with all other notes issued under the offering and all previously existing and future unsecured indebtedness of the company.
The first tranche notes were offered for sale on a non-brokered private placement basis in Canada to accredited investors within the meaning of National Instrument 45-106 -- Prospectus Exemptions. In connection with the first tranche closing, the company has entered into finder's fee agreements with qualified arm's-length finders, in accordance with securities laws and the policies of the TSX-V.
The company will pay Ventum Financial Corp. a cash finder's fee of C$25,550 and shall issue a total of 319,375 finders warrants. The company will pay Haywood Securities Inc. a cash finder's fee of $2,100 and shall issue a total of 26,250 finders' warrants. The company will pay Hampton Securities Inc. a cash finder's fee of $700 and shall issue a total of 8,750 finders warrants. In all cases, the finders' warrants shall be exercisable at 10 cents for a period of 24 months.
The company intends to use the net proceeds from the first tranche closing for general corporate and working capital purposes.
The first tranche notes will not be assignable, transferable or negotiable. The first tranche notes will be subject to a statutory hold period expiring on March 5, 2025. The closing of any additional tranches of the offering are subject to the approval of the TSX-V.
About Turnium Technology Group Inc.
The company believes that the more protected its partners and its customers feel about technology, the more fearless they are with IT.
Turnium delivers a 360-degree white-label technology-as-a-service (TaaS) platform to enable its channel partners to deliver more services, more quickly and securely, so their customers can integrate IT fearlessly into their operations or lifestyles in ways they never imagined possible.
We seek Safe Harbor.
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