Turnium Technology Group Inc. — Capital/Financing Update 2023

Aug 12, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

Turnium Technology Group Inc. (the “ Company ”) 3355 Grandview Hwy, Unit 2 Vancouver, BC, Canada V5M 1Z5

Item 2 – Date of Material Change:

August 3, 2023

Item 3 – News Release:

August 3, 2023

Item 4 – Summary of Material Change:

On August 3, 2023, the Company announced that it had closed a brokered and nonbrokered offering of 30,120,000 units of the Company (“ Units ”) at a price of $0.10 per Unit (the “ Offering ”) for gross proceeds of C$3,021,000 pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions . Each Unit consists of one common share of the Company (a “ Common Share ”) and one common share purchase warrant of the Company (a “ Warrant ”). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.14 per share, subject to adjustments in certain events, until August 3, 2026.

The brokered portion of the Offering was led by Canaccord Genuity Corp., as lead agent and sole bookrunner.

The proceeds are expected to be primarily used for the repayment of debt in the aggregate amount of approximately C$2.01 million, and to provide general working capital to support operations.

Item 5 – Full Description of Material Change:

5.1 Full Description of Material Change:

Attached as Schedule “A” is the news release in respect of the material change, which was disseminated on August 3, 2023.

5.2 Disclosure for Restructuring Transactions:

Not applicable.

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Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

Item 7 – Omitted Information:

None.

Item 8 – Executive Officer:

For further information, contact:

Ralph Garcea, Chairman Telephone Number: +1 416-304-9125

Item 9 – Date of Report:

August 11, 2023.

SCHEDULE A

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Turnium Technology Group, Inc. Announces Closing of Brokered and Non-Brokered LIFE Offering For Gross Proceeds of C$3 Million

August 3, 2023 – Vancouver, Canada – Turnium Technology Group, Inc. (TSXV: TTGI ), (the “ Company ”, or “ Turnium ”), is pleased to announce that, further to its news releases dated July 13, 2023, July 24, 2023 and July 31, 2023, the Company has closed a brokered and non-brokered private placement offering (the “ Offering ”) of 30,210,000 units of the Company (each, a “ Unit ”) at a price of C$0.10 per Unit (the “ Issue Price ”) for gross proceeds of C$3,021,000. The Offering was completed pursuant to the Listed Issuer Financing Exemption (as defined herein).

Each Unit is comprised of one common share of the Company (a “ Common Share ”), and one common share purchase warrant (a “ Warrant ”). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.14 per share, subject to adjustment in certain events, until August 3, 2026.

The brokered portion of the Offering was led by Canaccord Genuity Corp. (“ Canaccord ”), as lead agent and sole bookrunner. As consideration for its services in connection with the Offering, the Company paid Canaccord a cash commission of C$46,500, issued 539,450 Units and issued an aggregate of 1,004,450 non-transferrable broker warrants of the Company exercisable at any time prior to August 3, 2026, with each such broker warrant entitling the holder thereof to purchase one Unit, at an exercise price equal to the Issue Price, subject to adjustment in certain events.

The Offering was made pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the “ Listed Issuer Financing Exemption ”). The Units, which were all issued under the Listed Issuer Financing Exemption, will not be subject to a hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds of the Offering for the repayment of debt in the aggregate amount of approximately C$2.01 million, and to provide general working capital to support operations.

The Company may issue additional Units under the Offering pursuant to the Listed Issuer Financing Exemption for additional proceeds of up to C$479,000. The Company has filed an offering document (the “ Offering Document ”) related to the Offering that can be accessed under the Company's profile at www.sedar.com and on the Company's website at www.turnium.com. Prospective investors should read this Offering Document before making an investment decision.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under

any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Turnium Technology Group, Inc.

Turnium Technology Group, Inc. delivers its SD-WAN solution as a white label, containerized, disaggregated software platform that channel partners host, manage, brand, and price and as a managed cloud-native service provided by Turnium. Both Turnium SD-WAN offers are available trough a channel partner program designed for Communications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.

Turnium Contact:

Chairman: Ralph Garcea, email: rgarcea@ttgi.io, telephone: +1 416-304-9125 Investor Relations: Bill Mitoulas, email: investor.relations@ttgi.io, telephone: +1 416479-9547

Media inquiries, please email media@ttgi.io Sale inquiries, please email sale@ttgi.io

CAUTIONARY DISCLAIMER STATEMENT

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 news release includes certain “forward-looking statements” under applicable Canadian securities legislation, including with respect to the completion of additional tranches of the Offering. Forward-looking statements are necessarily based upon several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties, and uncertain capital markets. Readers are cautioned that actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.