Mr. Bill Mitoulas reports

TURNIUM TECHNOLOGY GROUP ANNOUNCES UPSIZED CONVERTIBLE DEBENTURE OFFERING

Further to its news releases dated May 23, 2025, and May 28, 2025, Turnium Technology Group Inc. has increased its previously announced non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of up to $2.3-million (previously up to $2-million). Subject to the approval of the TSX Venture Exchange, the company expects to close the second tranche of the debenture offering on or before June 26, 2025.

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 second tranche of the debenture offering and a conversion price of 10 cents per debenture unit for the remaining term until the maturity date (as defined below). The debentures will mature on the date that is 36 months following the closing date. The debentures issued during the first tranche of the debenture offering will mature on May 27, 2028.

Each debenture unit will consist of one common share of the company 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 for a period of 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, 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.

The debentures will 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.

The company may, at its option, accelerate the expiry date of the debenture warrants, when issued, 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 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 months and one day from the closing date of the debenture offering. Subject to the foregoing, the debentures will be transferable pursuant to their terms. The debenture offering is subject to the approval of the TSX-V.

Subject to the approval of the TSX-V and applicable laws, the company may pay finders' fees of 7 per cent of the gross proceeds from the sale of debentures sold to third parties sourced by the finders in cash or common shares payable to eligible finders on all or a portion of the debenture offering. An eligible finder will also receive non-transferable warrants of the company equal in number to 7 per cent of the common shares issuable upon conversion of the debentures, to the purchaser introduced by the finder under the debenture offering. The finder warrants will be exercisable at the issue price of 10 cents for a period of 36 months from the closing date.

The net proceeds from the debenture offering will be 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 second tranche of the debenture offering is anticipated to be completed concurrently with the second tranche of the company's non-brokered private placement of up to 28,561,428 units of the company for gross proceeds of up to $2-million.

About Turnium Technology Group Inc.

Turnium Technology Group 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 Technology Group'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 connectivity and a scalable global TaaS platform to its channel partners and their end customers.

We seek Safe Harbor.