06:30:29 EST Wed 10 Dec 2025
Enter Symbol
or Name
USA
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Turnium Technology Group Inc
Symbol TTGI
Shares Issued 184,757,145
Close 2025-12-09 C$ 0.085
Market Cap C$ 15,704,357
Recent Sedar Documents

Turnium gets conditional TSX-V OK for loan extension

2025-12-10 02:30 ET - News Release

Mr. Bill Mitoulas reports

TURNIUM TECHNOLOGY GROUP ANNOUNCES EXTENSION OF LOANS

Pursuant to its previous release regarding the extending of promissory notes totalling $1,073,000 through the issuance of new unsecured loan agreements, Turnium Technology Group Inc. has received conditional approval from the TSX Venture Exchange.

As previously noted, the loans shall bear interest at a rate of 1.33 per cent per month from the date of issue, to be paid quarterly in arrears commencing after the Dec. 31, 2025, quarter. As the borrower, Turnium shall repay the loan in full to the lenders on the maturity date (Dec. 31, 2027), together with any accrued and unpaid interest. The borrower may prepay the loan in full at any time prior to the maturity date, together with any accrued and unpaid interest, plus an additional three months of interest. As further consideration for providing the loan, the borrower agrees, subject to receiving regulatory approval, to pay to the lenders a bonus, which shall be payable by the issuance to the lenders of a total of 9.5 million non-transferable common share purchase warrants of the borrower exercisable to purchase common shares of the borrower equal to 100 per cent of the principal amount of the loans divided by 10 cents per share at an exercise price of 10 cents per warrant share, rounded up to the nearest whole share, for a period of up to 24 months with an expiry date of Dec. 9, 2027, subject to certain accelerated exercise provisions. The issuance of the warrants is subject to final acceptance of the TSX-V.

The loans represent the extension of previously issued and entered into loan agreements with four creditors in the principal amount of $950,000 and accumulated interest in the amount of $123,000. One of the lenders is a director of the company, and the other lenders are arm's-length parties to the company. The original loans were issued per the table below.

The warrants associated with the previous loans have either expired or were not issued, leaving no warrants outstanding from the original loans issued. The new bonus warrants shall be issued based on the original loan amounts being renewed for a total of 9.5 million bonus warrants. The newly issued bonus warrants are subject to an acceleration clause, whereby: (1) should the closing price for the company's common shares as traded on the exchange is equal to or greater than 30 cents per share for any 10 consecutive trading days (the latest day of such 10-day period being the threshold date), then the borrower shall have until 4 p.m. Vancouver time of the 30th calendar day after the threshold date in which to provide notice to the lender by publishing a press release, which will be made available on SEDAR+, that the warrants will expire 60 days from the date of such notice; or (2) if the loan is prepaid in whole or in part by the borrower prior to the first anniversary of the closing date and in accordance with the provisions of the loan agreement, then a pro rata number of the bonus warrants must have their term reduced to the later of: (i) one year from the date of issuance of the bonus warrants; and (ii) 30 days from the reduction of the loan.

The issuance of two million warrants to an insider pursuant to the loans is considered to be a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101. The company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of the insider participation.

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 (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 ISPs (Internet service providers), MSPs (mobile service providers), IT providers, or VoIP/UCaaS (voice over Internet protocol/unified communications as a service), CCaaS (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 and scalable global IT solutions to its channel partners and their end-customers -- because connectivity matters.

We seek Safe Harbor.

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