Mr. Doug Childress reports

TURNIUM ANNOUNCES EXECUTION OF ASSET PURCHASE AGREEMENT FOR THE SALE OF ITS TNET DIVISION

Turnium Technology Group Inc. and its subsidiary, Tenacious Networks Inc., have entered into a definitive asset purchase agreement dated Feb. 27, 2026, with Tenacious Services Inc. to sell the business carried on by TNET of providing information technology consulting, support, service delivery, equipment, managed services, Microsoft licensing and hosted voice services in British Columbia and parts of the United States (the TNET division) to the purchaser.

The company originally purchased the TNET division from the purchaser and another entity, Thinsolution Inc., in February, 2021. As the company's business has evolved, it has classified its TNET division as a discontinued operation under international financial reporting standard 5 (Non-Current Assets Held for Sale and Discontinued Operations) in Note 27 to its audited financial statements for the year ended Sept. 30, 2025, a copy of which is available under the company's SEDAR+ profile.

By entering into the APA with the purchaser, the company is able to dispose of the TNET division to continue with its current strategy of focusing on scalable, partner-led technology-as-a-service solutions and progressing the recently closed acquisition of Insentra, which is expected to further accelerate Turnium's transition toward a 100-per-cent-partner-led, wholesale global business model. The TNET division, under the ownership of the purchaser, will be operated by Aaron Patton, the sole shareholder of the purchaser, who has been operating the TNET division as its president through a service agreement since the company originally acquired it in February, 2021.

"On behalf of Turnium, I want to express my sincere gratitude to Tenacious and to Aaron Patton for their commitment and stewardship of the TNET division over the past several years," said Doug Childress, chief executive officer of Turnium. "This transaction enables Aaron and his team to continue serving customers with continuity and focus while allowing Turnium to concentrate on executing our global, partner-led growth strategy and the next phase of our evolution post the closing of the Insentra acquisition."

The transaction constitutes a non-arm's-length transaction within the meaning of the policies of the TSX Venture Exchange, given that Mr. Patton is the sole shareholder of the purchaser and also the president of the TNET division. As a result, the completion of the transaction is subject to the approval of the TSX Venture Exchange. No finders' fees are payable in connection with the transaction. Both the purchaser and Mr. Patton are not a related party to the company as defined under Multilateral Instrument 61-101 as Mr. Patton is not a director or officer of the company and the purchaser owns less than 2 per cent of the outstanding common shares of the company. No current director or officer of the company has any direct or indirect beneficial interests in Tenacious Services or in the proposed transaction other than as acting as a director or officer of the company.

Pursuant to the APA, the purchaser will acquire substantially all of the assets and contractual commitments of the TNET division and assume its related liabilities at the closing and thereafter. The company believes that the residual assets and liabilities that will remain with TNET will not be material, and the company anticipates that it will wind up the operations of TNET in due course during its fiscal year for 2026.

The consideration payable by the purchaser to TNET and the company is:

1. Settlement in full, by way of release and discharge, any and all obligations of the company and TNET to purchaser, including but not limited to the outstanding indebtedness of $197,257.21 for principal and accrued interest under the original indebtedness owed by the company to the purchaser relating to the original purchase by the company of the TNET division from the purchaser in February, 2021;
2. The assignment of 3,171,958 common shares in the capital of the company to TNET, which shares were originally issued to the purchaser by the company in connection with the original purchase by the company of the TNET division from the purchaser in February, 2021; and
3. $13,727.83 to TNET in connection with certain termination fees for previously leased premises relating to the TNET division.

No securities will be issued by the company pursuant to the transaction, and the original consideration shares assigned to TNET shall thereafter be assigned to the company and returned to treasury for cancellation. The acquisition of the original consideration shares qualifies as an exempt issuer bid under Section 4.7 of National Instrument 62-104 as: (i) the original consideration shares are beneficially owned by Aaron Patton, who is the current president of TNET through a service agreement between the company and the purchaser; (ii) the value ascribed to the original consideration shares is $285,476.22, being the market value at the execution of the APA; and (iii) the original consideration shares will not exceed 5 per cent of the common shares of the company; (iv) the company has not relied upon this exemption for the past 12 months prior to the transaction.

The TSX-V has conditionally accepted the transaction, and the completion of the transaction remains subject to customary closing conditions, including the final approval of the TSX-V.

About Turnium Technology Group Inc.

Turnium acquires companies that complement its technology-as-a-service strategy, integrates them to generate efficiencies and delivers their solutions through a global, partner-led 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, voice over Internet protocol/UCaaS, CCaaS or cloud providers might need. Additionally, Turnium provides deployment resources, hardware, delivery, support, and marketing and sales enablement to help partners go to market quickly and deliver exceptional quality.

Turnium delivers secure, cost-effective, uninterrupted and scalable global IT solutions to its partners and their end customers because connectivity matters.

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