Mr. Bill Mitoulas reports
TURNIUM TECHNOLOGY GROUP ANNOUNCES NON-BROKERED OFFERINGS
Turnium Technology Group Inc. has arranged a non-brokered private placement of up to 26,151,000 units of the company at a price of eight cents per unit for gross proceeds of up to $2,092,080. Each unit will consist of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to acquire one common share at a price of 10 cents per warrant share for a period of 36 months from the date of issuance. The units are to be issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions.
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 of the common shares on the TSX Venture Exchange is greater than 30 cents for the preceding 10 consecutive trading days.
Concurrent with the LIFE (limited issuer financing exemption) offering, the company also intends to complete a non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of up to $2-million.
The debentures will mature on the date that is 36 months following the closing date of the offering. The debentures will bear interest at a rate of 15.0 per cent per annum from the date of issue, payable semi-annually in arrears in cash on June 30 and Dec. 31 of each year. The first interest payment will be on Dec. 31, 2025, for the period from the issue date of the debentures to Dec. 31, 2025. A minimum of four months of interest will accrue, regardless of the date of repayment or conversion of the debentures.
Subject to the approval of the TSX-V, the debentures will be convertible, at the sole discretion of the company, into units of the company at a conversion price of eight cents per debenture unit. Each debenture unit will consist of one common share and one warrant to be issued under the accredited investor exemption or any other applicable exemptions from any prospectus requirements as contained in NI 45-106. Each debenture warrant will entitle the holder thereof to acquire one common share at a price of 10 cents per debenture warrant share for a period of 36 months from the date of issuance.
The company may, at its option, accelerate the expiry date of the debenture warrants on 30 days of notice if the volume weighted average trading price of the common shares on the TSX-V is greater than 30 cents for the preceding 10 consecutive trading days.
The debentures will be unsecured obligations of the company, and will rank pari passu in right of payment of principal and interest with all other debentures issued under the offering, and all previously existing and future unsecured indebtedness of the company.
At any time and from time to time after the expiry of four months after the closing date, the company may, at its option, redeem pro rata all or part of the debentures, upon not less than 30 days, and not more than 60 days, of prior written notice, at a redemption price (payable in cash) that is equal to 110 per cent of the principal amount thereof plus any accrued and unpaid interest that would otherwise be payable to the holder from the time of such option redemption until the maturity date.
The company intends to use the net proceeds from the offering for general operations, including research and development of new products, sales and marketing, public company related expenses, including audit and legal work, and other general operations related activities.
The debentures will not be assignable, transferable or negotiable. The debentures, and any securities into which they may be exchanged or converted, will be subject to resale restrictions imposed by applicable securities laws, including a statutory hold period expiring four months and one day from the closing date. The offering is subject to the approval of the TSX-V.
There is an offering document related to the LIFE offering that can be accessed under the issuer's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
About Turnium Technology Group Inc.
Turnium Technology acquires companies that complement its technology-as-a-service (TaaS) strategy, integrates them to generate efficiencies and delivers their solutions through a global channel partner program to customers worldwide. Turnium Technology's mission is to provide information technology (IT) providers with a complete, white-labelled portfolio of business technology solutions, enabling them to quickly add new services in response to customer demand.
In essence, Turnium Technology is building a TaaS platform that incorporates all the services, platforms and capabilities that ISPs (Internet service providers), MSPs (managed service providers), IT providers, VoIP/UCaaS (voice over Internet protocol/unified communications as a service), CCaaS (contact centre as a service) or cloud providers might need. Additionally, Turnium provides deployment resources, hardware, delivery, support, and marketing and sales enablement to help channel partners go to market quickly and deliver exceptional quality.
Turnium Technology delivers secure, cost-effective, uninterrupted and scalable global IT solutions to its channel partners and their end-customers -- ensuring that it gets IT done, right.
We seek Safe Harbor.
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