Mr. Bill Mitoulas reports

TURNIUM TECHNOLOGY GROUP PROVIDES UPDATES ON NON-BROKERED OFFERINGS

Turnium Technology Group Inc. has arranged a non-brokered private placement of up to 28,561,428 units of the company at a price of seven cents per unit for gross proceeds of up to approximately $2-million.

Unit offering

Pursuant to the terms of the unit offering, 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 company may, at its option, accelerate the expiry date of the warrants on 30 days 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.

All of the securities issued under the unit offering will be subject to resale restrictions imposed by applicable securities laws, including a statutory hold period of four months and one day from the closing date of the unit offering. The company intends to use the net proceeds from the unit 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 unit offering is subject to the approval of the TSX-V.

Listed issuer financing exemption offering

The company also announces that, further to the news release dated April 16, 2025, it will no longer be proceeding with the previously announced non-brokered private placement pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions).

Debenture offering

The company also announces that, further to the prior news release, it has updated the terms of the concurrent non-brokered private placement of unsecured convertible debentures. Except as disclosed herein, all other terms and conditions of the debenture offering will remain the same.

The debentures will be convertible, at the sole discretion of the holder thereof, 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 until the date that is the earlier of: (i) 36 months from the date of issuance; and (ii) 60 months from the closing date of the debenture offering.

The company may, at its option, force the conversion of the debentures on 30 days 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, 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 of the debenture offering. Subject to the foregoing, the debentures will be transferable pursuant to their terms. The debenture offering is subject to the approval of the TSX-V.

The debenture offering is expected to involve one or more directors and management of the company and, therefore, is expected to be a related-party transaction subject to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The debenture offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the company is not listed or quoted on any of the stock exchanges or markets listed in Subsection 5.5(b) of MI 61-101, and neither the fair market value of the securities to be distributed to, nor the consideration to be received by, such related parties for the securities under the debenture offering will exceed 25 per cent of the company's market capitalization.

About Turnium Technology Group Inc.

Turnium acquires companies that complement its technology-as-a-service strategy, integrates them to generate efficiencies and delivers their solutions through a global channel partner program to customers worldwide. Turnium's mission is to provide information technology 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 is building a TaaS platform that incorporates all the services, platforms and capabilities that Internet service providers, MSPs, IT providers, voice over Internet protocol/unified communications as a service, 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 delivers secure, cost-effective, uninterrupted and scalable global IT solutions to its channel partners and their end customers -- ensuring that "We get it done right."

We seek Safe Harbor.