Mr. Bill Mitoulas reports

TURNIUM TECHNOLOGY GROUP INC. ANNOUNCES SECOND TRANCHE CLOSING OF CONCURRENT NON-BROKERED UNIT AND CONVERTIBLE DEBENTURE PRIVATE PLACEMENTS

Further to Turnium Technology Group Inc.'s news releases dated April 16, 2025, May 8, 2025, May 23, 2025, May 28, 2025, and June 13, 2025, it completed on June 25, 2025 (the closing date), the second tranche of its previously announced non-brokered private placement of 14,687,856 units at a price of seven cents per unit for aggregate proceeds of $1,028,150. Each unit comprises one common share of the company and one common share purchase warrant.

Each warrant is exercisable into one common share in the capital of the company at an exercise price of 10 cents per share (the exercise price) until June 25, 2028, which is 36 months following the closing date.

The company may, at its option, accelerate the expiry date of the warrants on 30 days of notice if the volume weighted average trading price of the common shares on the TSX Venture Exchange is greater than 30 cents for the preceding 10 consecutive trading days.

In connection with the unit offering, the company paid a total cash commission of $49,687 to an arm's-length finder, ACNS Capital Markets Pty. Ltd. The company also issued an aggregate of 709,821 non-transferable finders' warrants to four arm's-length finders: 141,964 finders' warrants to ACNS Capital Markets, 340,714 finders' warrants to Ka Ming Kwok, 113,571 finders' warrants to Cameron Ross Bolton and 113,572 finders' warrants to Clarke Colin Barlow. Each finder's warrant is exercisable at any time prior to the warrant expiry date and entitles the holder to purchase one common share at the exercise price, subject to adjustment in certain events.

The securities issued pursuant to the unit offering are subject to a hold period under applicable securities laws, which will expire on Oct. 26, 2025.

The net proceeds of the unit offering have been allocated towards 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 general operations related activities.

Concurrent convertible debenture offering

The company also announces that it has completed on the closing date the second tranche of its previously announced concurrent non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of up to $1.1-million.

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 and a conversion price of 10 cents per debenture unit for the remaining term until June 25, 2028 (the debenture expiry date).

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.

Each debenture unit consists of one common share 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 until the debenture expiry date, which is 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, accelerate the expiry date of the debenture warrants 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 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' interest will accrue, regardless of the date of repayment or conversion of the debentures.

In connection with the debenture offering, the company paid a total cash commission of $21,000 to two arm's-length finders: $7,000 to LOM Financial (Bermuda) Ltd. and $14,000 to CIBC Wood Gundy. The company also issued 87,500 finders' warrants to LOM Financial (Bermuda). Each finder's warrant is exercisable at any time prior to the debenture expiry date and entitles the holder to purchase one common share at the debenture warrant exercise price, subject to adjustment in certain events.

The securities issued pursuant to the debenture offering are subject to a hold period under applicable securities laws, which will expire on Oct. 26, 2025.

The net proceeds of the debenture offering have been 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 general operations related activities.

TSX Venture Exchange acceptance

The TSX-V has conditionally accepted the concurrent unit financing and convertible debenture financing. The unit financing and convertible debenture financing remain subject to the final acceptance of the TSX-V.

Shares for debt settlement

The company has agreed to settle an aggregate of $138,379 of indebtedness owing to certain arm's-length creditors through the issuance of 1,976,843 common shares at a price of seven cents per common share. The securities issued in connection with the debt settlement will be subject to a hold period of four months and one day from the date of issuance.

Digital marketing services agreement

Turnium is pleased to announce that it has engaged Senergy Communications Capital Inc. to provide digital marketing services to the company. Senergy's services will consist of content creation, strategic messaging and corporate communications. Senergy is a Vancouver, British Columbia-based, communications and media marketing company focused on helping public companies reach new investors and maintain relationships with shareholders using on-line strategies.

Senergy has been retained for an initial period of three months commencing July 1, 2025. In consideration of the services provided by Senergy, the company has agreed to pay Senergy a fee of $100,000 plus GST. Senergy and its principal and chief executive officer Aleem Fidai are at arm's length to the company and have advised they do not own any securities in the company.

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'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.

We seek Safe Harbor.