Mr. Ralph Garcea reports

TURNIUM PROVIDES CORPORATE UPDATE

Turnium Technology Group Inc. has provided a corporate update regarding its acquisition strategy.

Acquisition of Claratti Ltd.

The company is pleased to announce that it has entered into a non-binding letter of intent to acquire Claratti, a provider of managed information technology solutions for enterprises covering areas such as Internet and telecommunications services, remote work and connectivity, cybersecurity, and high-quality hardware and software. Claratti is headquartered in Perth, Australia, and serves hundreds of clients across Australia.

Pursuant to the LOI, the company will acquire 100 per cent of the issued and outstanding securities of Claratti in exchange for:

1. A closing purchase price of $6.0-million, payable through the issuance of common shares in the capital of the company at a deemed price of 15 cents per common share, being a total of 40 million common shares, which closing purchase price is based off of Claratti's expected revenue generation and earnings before interest, taxes, depreciation and amortization for the 12-month period ended June 30, 2024;
2. Potential earnout payments of up to $4-million (also payable through the issuance of up to 26,666,666 common shares at a deemed issue price of 15 cents per common share) if certain EBITDA levels are achieved in fiscal 2025 and in fiscal 2026.

The common shares issuable pursuant to the acquisition will be subject to contractual escrow provisions, providing for release from escrow over an 18-month period.

The acquisition is subject to approval of the TSX Venture Exchange.

Claratti would mark the first acquisition completed by Turnium since its reverse takeover in June, 2022.

"We believe we can leverage Claratti's infrastructure-as-a-service platform to deliver an integrated tech stack including SD-WAN, and the speed improvements from V7, to an increased global customer base. We continue to evaluate other acquisitions as we look to scale our revenue over the next few years," stated Turnium chairman Ralph Garcea.

Chief executive officer transition

The company also announces that Derek Spratt will be retiring as CEO, effective Feb. 29, 2024, but will continue as a director. It would like to thank Mr. Spratt for his efforts over the last couple of years as it dealt with many major corporate events, including the company's reverse takeover to list on the TSX Venture Exchange, the retirement of its debt facility and other cost-cutting initiatives. As part of the transition process, the company has implemented an office of the CEO consisting of founder/director Johan Arnet and director Jim Lovie. All decisions going forward, until a permanent replacement for the role of CEO has been appointed, will be a collaborative effort between the chairman, Mr. Arnet and Mr. Lovie, with input from the rest of the board. The board of directors believes that having multiple individuals share the responsibilities of the CEO role can be beneficial, with each member of the office of the CEO having his own set of responsibilities and areas of focus, allowing the company to leverage the unique skills and experiences of each director. The company anticipates that this will provide a broader perspective and enable more effective decision making during the transition. It looks forward to updating investors with regard to a permanent CEO in due course.

About Claratti Ltd.

Claratti is a full-service 360-degree technology provider, partnering with businesses to deliver secure solutions to solve real problems. From the supply of the physical device, software licensing, installation and 24-by-seven-by-365 global support, Claratti delivers a true single-vendor experience. It empowers your organization to work the way you need to by allowing your staff to work securely from anywhere on any device. It is not just a mobile desktop. It gives you access to your entire office, your files, your software and your phones. It is a complete virtual workspace. The Claratti solution is ISO 27001 certified and comes with cybersecurity package options which range from basic to military-grade protection. Claratti was built for scale and caters to any size of business, running any applications. It does not matter where you are located, which industry you are in or the complexity of your system. It has got your entire information technology suite covered.

About Turnium Technology Group Inc.

Turnium delivers its SD-WAN solution as a white-label, disaggregated software platform that original equipment manufacturer channel partners host, manage, brand and price. Turnium is also available to resellers as a Turnium-branded managed service. Turnium SD-WAN solutions is sold through a channel partner program designed for communications service providers, Internet and managed service providers, system integrators, and value-added resellers.

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