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Turnium Technology Group Inc. — Capital/Financing Update 2025
Jan 17, 2025
47515_rns_2025-01-17_a8800860-9a02-4f8b-8cfa-46931f286226.pdf
Capital/Financing Update
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Form 51-102F3
Material Change Report
Item 1
Name and Address of Company
Turnium Technology Group Inc. (the "Company")
3355 Grandview Hwy
Vancouver, BC V5M 1Z5
Item 2 - Date of Material Change
January 17, 2025
Item 3
News Release
A news release, attached as Schedule "A", was issued and disseminated on Jan 17, 2025 and filed on SEDAR+ (www.sedarplus.ca).
Item 4
Summary of Material Change
The Company announced that it completed its previously announced private placement of unsecured convertible notes and has raised aggregate gross proceeds of C$1,173,000.
Item 5
Full Description of Material Change
January 17, 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, announces that it has closed the final tranche of its non-brokered private placement of unsecured convertible notes and has raised aggregate gross proceeds of C$1,173,000 (the "Financing").
The Final Tranche is for a total of C$449,000. The Notes bear interest at a rate of 15% per annum, will mature in 18 months of the issuance date and will be convertible, at the sole discretion of the holder, into units of the Company ("Units") at a conversion price of C$0.08 per Unit for the first 12 months and C$0.10 for the remaining term (the "Conversion Price"). Each Unit shall consist of one Common share (a "Common Share") and one Common share purchase warrant of the Company (the "Warrants"). Each Warrant is exercisable for a period of 2 years at C$0.10 and is subject to certain acceleration terms as noted in previous press release of December 18, 2024.
The Notes issued in connection with the fourth and final tranche Closing will mature on July 16, 2026.
The Company has entered into finder's fee agreements in accordance with securities laws and the policies of the TSXV (the "Finders"). Ventum Financial Corp. will be paid a cash finder's fee of C$4,830 and will be issued 60,375 finders warrants exercisable at $0.10 for a period of 2 years. In total, the Company has paid $37,480 in Cash and issued a total of 449,750 Finders warrants to qualified finders, in relation to the Financing.
Item 6
Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7
Omitted Information
None.
Item 8 Executive Officer
The following senior officer of the Company is knowledgeable about the material change and this report:
Ralph Garcea, Chairman
Email: [email protected]
Phone: 1 416-304-9125
Item 9 Date of Report
January 17, 2025
SCHEDULE "A"
turnium
TECHNOLOGY GROUP INC.
Turnium Technology Group Announces Final Closing of Unsecured Convertible Note Offering
January 17, 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, announces that it has closed the final tranche of its non-brokered private placement of unsecured convertible notes and has raised aggregate gross proceeds of C$1,173,000 (the "Financing").
The Final Tranche is for a total of C$449,000. The Notes bear interest at a rate of 15% per annum, will mature in 18 months of the issuance date and will be convertible, at the sole discretion of the holder, into units of the Company ("Units") at a conversion price of C$0.08 per Unit for the first 12 months and C$0.10 for the remaining term (the "Conversion Price"). Each Unit shall consist of one Common share (a "Common Share") and one Common share purchase warrant of the Company (the "Warrants"). Each Warrant is exercisable for a period of 2 years at C$0.10 and is subject to certain acceleration terms as noted in previous press release of December 18, 2024.
The Notes issued in connection with the fourth and final tranche Closing will mature on July 16, 2026.
The Company has entered into finder's fee agreements in accordance with securities laws and the policies of the TSXV (the "Finders"). Ventum Financial Corp. will be paid a cash finder's fee of C$4,830 and will be issued 60,375 finders warrants exercisable at $0.10 for a period of 2 years. In total, the Company has paid $37,480 in Cash and issued a total of 449,750 Finders warrants to qualified finders, in relation to the Financing.
The Company intends to use the net proceeds from the Financing for general corporate and working capital purposes.
The Final Tranche Notes will not be assignable, transferable or negotiable and will be subject to a statutory hold period expiring on May 18, 2025.
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.
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 [email protected], visit www.ttgi.io or follow us on Twitter @turnium. #
Turnium Contact:
Investor Relations: Bill Mitoulas, Email: [email protected], Telephone: +1 416-479-9547
Media inquiries: please email [email protected].
Sales inquiries: please email [email protected] 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 press release may contain "forward-looking information" and "forward-looking statements within the meaning of applicable securities legislation. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking statements herein include, but are not limited to, statements regarding: whether the Company will redeem the debentures prior to maturity, and the anticipated use of proceeds. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Although the Company believes that the expectations reflected in these statements are reasonable, such statements are based on expectations, factors, and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including but not limited to the risk factors discussed in our current annual financial statements, and elsewhere in this press release, as such factors may be further updated from time to time in our periodic filings, available at www.sedarplus.ca , which factors are incorporated herein by reference. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date thereof and are subject to change thereafter. The Company undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results, or otherwise, or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.