NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
April 16, 2025 – Vancouver, Canada – Turnium Technology Group Inc. (TSX.V: TTGI) (FSE: E48) (“Turnium” or “the Company”), a global leader in Technology-as-a-Service (TaaS) and partner enablement services, including an AI-powered prospecting and lead generation platform, is pleased to announce a non-brokered private placement, of up to 26,151,000 units of the Company (a “Unit“) at a price of CAD$0.08 per Unit for gross proceeds of up to CAD$2,092,080 (the “LIFE Offering“). Each Unit will consist of one common share in the capital of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“) of the Company. Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share“) at a price of CAD$0.10 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 (“NI 45-106“).
The Company may, at its option, accelerate the expiry date of the Warrants on thirty (30) days’ notice if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) is greater than CAD$0.30 for the preceding ten (10) consecutive trading days.
Concurrent with the LIFE Offering, the Company also intends to complete a non-brokered private placement of unsecured convertible debentures (the “Debentures“) for aggregate gross proceeds of up to CAD$2,000,000 (the “Debenture Offering”, together with the LIFE Offering, the “Offerings”).
The Debentures will mature on the date (the “Maturity Date“) which is 36 months following the closing date of the Offering (the “Closing Date”). The Debentures will bear interest at a rate of 15.0% per annum from the date of issue, payable semi-annually in arrears in cash on June 30 and December 31 of each year. The first interest payment will be on December 31, 2025 for the period from the issue date of the Debentures to December 31, 2025. A minimum of four months’ interest will accrue, regardless of the date of repayment or conversion of the Debentures.
Subject to the approval of the TSXV, the Debentures will be convertible, at the sole discretion of the Company, into units of the Company (a “Debenture Unit”) at a conversion price of CAD$0.08 per Debenture Unit (the “Conversion Price”). Each Debenture Unit will consist of one Common Share and one Warrant (a “Debenture 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 (a “Debenture Warrant Share”) at a price of CAD$0.10 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 thirty (30) days’ notice if the volume weighted average trading price of the Common Shares on the TSXV is greater than CAD$0.30 for the preceding ten (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 4 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’, prior written notice, at a redemption price (payable in cash) which is equal to 110% 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 (4) months and one (1) day from the Closing Date. The Offering is subject to the approval of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
There is an offering document related to the LIFE Offering that can be accessed under the issuer’s profile at www.sedarplus.ca and www.ttgi.io. Prospective investors should read this offering document before making an investment decision.
About Turnium Technology Group Inc.: “Let’s get IT done.”
Turnium Technology Group Inc. (TTGI) 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. TTGI’s mission is to provide 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 is building a TaaS platform that incorporates all the services, platforms, and capabilities that ISPs, MSPs, IT Providers, VoIP/UCaaS, CCaaS, 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.”
For more information, contact sales@ttgi.io, visit www.ttgi.io or follow us on Twitter @turnium.
Turnium Contact:
Investor Relations: Bill Mitoulas, Email: investor.relations@ttgi.io, Telephone: +1 416-479-9547
Media inquiries: please email media@ttgi.io
Sales inquiries: please email sales@ttgi.io www.ttgi.io, www.turnium.com, www.claratti.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This announcement contains “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements and information relate to future events and future performance and reflect the Company’s expectations regarding: approval of the Offerings by the TSXV; completion of the Offerings; the terms of the Offerings; the terms of the Debentures; and the use of net proceeds of the Offerings. Forward-looking statements may be identified by words such as “seek”, “believe”, “plan”, “estimate”, “anticipate”, expect”, “intend”, and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and any other similar expressions.
Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the statements made. Factors that could cause or contribute to such differences include, but are not limited to: the timing and possible outcome of regulatory approvals in connection with the Offering; the possibility that the Offering may not close; general economic, market and business conditions in Canada; risks relating to the effective management of the Company’s growth; fluctuations in foreign exchange and interest rates and stock market volatility; and political and economic conditions.
There are no assurances that the Company can fulfill forward-looking statements and information. Such forward-looking statements and information are only predictions based on current information available to the Company’s management team as of the date that such predictions are made; actual events or results may differ materially as a result of risks facing the Company, some of which are beyond its control. Although the Company believes that any forward-looking statements and information contained in this press release are based on reasonable assumptions, readers cannot be assured that actual outcomes or results will be consistent with such statements. Accordingly, readers should not place undue reliance on forward-looking statements and information.
The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.