Mr. Bill Mitoulas reports
TURNIUM TECHNOLOGY GROUP ANNOUNCES THE CLOSING OF THE SALE OF ITS TNET DIVISION
Turnium Technology Group Inc. and its subsidiary, Tenacious Networks Inc. (TNET), have closed the transaction previously announced pursuant to the definitive asset purchase agreement dated Feb. 27, 2026, with Tenacious Services Inc. (the purchaser), and have sold 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 to the purchaser.
In accordance with the transaction, the purchaser acquired substantially all of the assets and contractual commitments of the TNET division and assumed its related liabilities as 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 paid by the purchaser to TNET and the company is approximately $496,460:
- Settlement in full, by way of release and discharge, any and all obligations of the company and TNET to the 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;
- The assignment of 3,171,958 common shares in the capital of the company to TNET (the value ascribed to the original consideration shares is $285,476.22, being the market value at the execution of the APA), 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
- $13,727.83 to TNET in connection with certain termination fees for previously leased premises relating to the TNET division.
The transaction constitutes a non-arm's-length transaction within the meaning of the policies of the TSX Venture Exchange, given that Aaron 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-V. 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.
No securities have been 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 Mr. 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; (iii) the original consideration shares will not exceed 5 per cent of the common share of the company; and (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 subject to final approval of the TSX-V upon issuance of its bulletin with respect to this transaction.
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 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, MSPs, information technology 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.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.