Mr. Bill Mitoulas reports

TURNIUM TECHNOLOGY GROUP ANNOUNCES CONDITIONAL APPROVAL OF UNIT OFFERING AND UPDATE ON DEBENTURE OFFERING

Further to its press release dated May 8, 2025, Turnium Technology Group Inc. has received conditional approval from the TSX Venture Exchange for its non-brokered private placement of up to 28,561,428 units of the company for gross proceeds of up to $2-million. The company expects to close the first tranche of the unit offering next week.

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 for aggregate gross proceeds of up to $2-million. Subject to the approval of the TSX-V, the company expects to close the first tranche of the debenture offering next week.

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 for the first 12 months from the closing date of the debenture offering and a conversion price of 10 cents per debenture unit for the remaining term until the maturity date (as defined below). The debentures will mature on the date that is 36 months following the closing date.

Each debenture unit will consist of one common share of the company and one common share purchase warrant of the company. 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 following the closing date (subject to adjustment in certain events that are customarily included in debentures that trigger such adjustment).

The debentures are to be issued and sold under the accredited investor exemption or any other applicable exemptions from any prospectus requirements as contained in National Instrument 45-106, Prospectus Exemptions.

The company may, at its option, force the conversion of the debentures 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 bear interest at a rate of 15 per cent per annum from the closing date, 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 closing date to Dec. 31, 2025. A minimum of four months of interest will accrue, regardless of the date of repayment or conversion of the debentures.

The company may, at its option, accelerate the expiry date of the debenture warrants, when issued, 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 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 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.

Subject to the approval of the TSX-V and applicable laws, the company may pay finders' fees of 7 per cent of the gross proceeds from the sale of debentures sold to third parties sourced by the finders in cash or common shares payable to eligible finders on all or a portion of the debenture offering. An eligible finder will also receive non-transferable warrants of the company equal in number to 7 per cent of the common shares issuable upon conversion of the debentures to the purchaser introduced by the finder under the debenture offering. The finder warrants will be exercisable at the issue price of 10 cents for a period of 36 months from the closing date.

The company intends to use the net proceeds from the debenture 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 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 (TaaS) 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 IT (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, managed service providers, 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.

We seek Safe Harbor.