Mr. Ralph Garcea reports

TURNIUM TECHNOLOGY GROUP INC. ANNOUNCES FIRST TRANCHE CLOSING OF CONCURRENT NON-BROKERED UNIT AND CONVERTIBLE DEBENTURE PRIVATE PLACEMENTS

Further to its news releases dated April 16, 2025, May 8, 2025, and May 23, 2025, Turnium Technology Group Inc. completed, on May 27, 2025, the first tranche of its previously announced non-brokered private placement of 3.13 million units at a price of seven cents per unit for aggregate proceeds of approximately $220,000. Each unit comprises one common share of the company and one common share purchase warrant.

Each warrant is exercisable into one common share in the capital of the company at an exercise price of 10 cents per share until May 27, 2028, which is 36 months following the closing date.

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.

In connection with the unit offering, the company paid certain arm's-length finders cash commissions in the aggregate amount of $8,330 and issued an aggregate of 119,000 non-transferable finder warrants of the company exercisable at any time prior to the warrant expiry date, with each such finder 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 unit offering are subject to a hold period under applicable securities laws, which will expire on Sept. 28, 2025.

The net proceeds of the unit offering have been allocated toward expenses related to general operations, including research and development of new products, sales and marketing, public-company-related expenses, including audit and legal work, and other activities related to general operations.

Concurrent convertible debenture offering

The company also announces that it has completed on the closing date the first tranche of its previously announced concurrent non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of up to $1.1-million.

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 May 27, 2028.

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.

Each debenture unit consists of one common share 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 until the debenture expiry date, which is 36 months following the closing date (subject to adjustment in certain events that are customarily included in debentures that trigger such adjustment).

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 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.

In connection with the debenture offering, the company paid certain arm's-length finders cash commissions in the aggregate amount of $7,350 and issued an aggregate of 91,875 non-transferable finder warrants of the company exercisable at any time prior to the debenture expiry date, with each such finder warrant entitling the holder thereof to purchase one common share, at an exercise price equal to the debenture warrant exercise price, subject to adjustment in certain events.

The securities issued pursuant to the debenture offering are subject to a hold period under applicable securities laws, which will expire on Sept. 28, 2025.

The net proceeds of the debenture offering have been allocated toward expenses related to general operations including research and development of new products, sales and marketing, public-company-related expenses, including audit and legal work, and other activities related to general operations.

The company anticipates closing a second tranche of both the unit offering and the debenture offering next week.

Ralph Garcea, chairman of the company, participated in the debenture offering for $500,000, and such units issued to insiders are subject to a four-month hold period pursuant to applicable policies of the TSX-V. The issuance of units to insiders is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

TSX-V acceptance

The TSX-V has conditionally accepted the concurrent unit financing and convertible debenture financing. The unit financing and convertible debenture financing remain subject to the final acceptance of the exchange.

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.