Proposed Acquisition of Claratti and CEO Transition
February 28, 2024 – Vancouver, Canada – Turnium Technology Group Inc. (TSXV: TTGI) (FSE: E48) (“Turnium” or “the Company”), is pleased to provide a corporate update regarding its acquisition strategy.
Acquisition of Claratti Limited
The Company is pleased to announce that it has entered into a non-binding Letter of Intent (the “LOI”) to acquire Claratti Limited (“Claratti”), a provider of managed IT Solutions for enterprises covering areas such as internet and telecommunications services, remote work and connectivity, cybersecurity and high-quality hardware and software. Claratti is headquartered in Perth, Australia and serves hundreds of clients across Australia.
Pursuant to the LOI, the Company will acquire 100% of the issued and outstanding securities of Claratti (the “Acquisition”) in exchange for:
- a closing purchase price of C$6.0 million, payable through the issuance of common shares in the capital of the Company (“Common Shares”) at a deemed price of C$0.15 per Common Share, being a total of 40,000,000 Common Shares, which closing purchase price is based off of Claratti’s expected revenue generation and EBITDA for the twelve-month period ended June 30, 2024; and
- potential earn-out payments of up to C$4 million (also payable through the issuance of up to 26,666,666 Common Shares at a deemed issue price of C$0.15 per Common Share) if certain EBITDA levels are achieved in fiscal 2025 and in fiscal 2026.
The Common Shares issuable pursuant to the Acquisition will be subject to contractual escrow provisions, providing for release from escrow over an 18-month period.
The Acquisition is subject to approval of the TSX Venture Exchange.
Claratti would mark the first acquisition completed by Turnium since its RTO in June 2022. “We believe we can leverage Claratti’s Infrastructure-as-a-Service (IaaS) platform to deliver an integrated tech stack including SD-WAN, and the speed improvements from V7, to an increased global customer base. We continue to evaluate other acquisitions as we look to scale our revenue over the next few years,” stated Turnium Chairman Ralph Garcea.
CEO Transition
The Company also announces that Mr. Derek Spratt will be retiring as CEO, effective February 29, 2024, but will continue as a Director. We would like to thank Mr. Spratt for his efforts over the last couple of years as we dealt with many major corporate events, including the Company’s reverse takeover to list on the TSX Venture Exchange, the retirement of our debt facility and other cost-cutting initiatives. As part of the transition process, the Company has implemented an Office of the CEO consisting of Founder/Director Johan Arnet and Director Jim Lovie. All decisions going forward, until a permanent replacement for the role of CEO has been appointed, will be a collaborative effort between the Chairman, Mr. Arnet and Mr. Lovie, with input from the rest of the Board. The Board of Directors believes that having multiple individuals share the responsibilities of the CEO role can be beneficial, with each member of the Office of the CEO having their own set of responsibilities and areas of focus, allowing the Company to leverage the unique skills and experiences of each Director. The Company anticipates that this will provide a broader perspective and enable more effective decision-making during the transition. We look forward to updating investors with regards to a permanent CEO in due course.
About Claratti Limited
Claratti is a full-service 360-degree technology provider, partnering with businesses to deliver secure solutions to solve real problems. From the supply of the physical device, software licensing, installation and 24x7x365 global support, Claratti delivers a true single-vendor experience. We empower your organisation to work the way you need to, by allowing your staff to work securely from anywhere, on any device. It’s not just a mobile desktop; we give you the ability to access your entire office, your files, your software, and your phones — it’s a complete Virtual Workspace. Claratti solution is ISO 27001 certified and comes with cybersecurity package options which range from basic to military grade protection. Claratti was built for scale and caters to any size business, running any applications. It doesn’t matter where you’re located, which industry you’re in, or the complexity of your system — we’ve got your entire IT suite covered.
For more information, visit www.claratti.com.
About Turnium Technology Group, Inc.
Turnium Technology Group Inc. delivers its SD-WAN solution as a white label, disaggregated software platform that OEM channel partners host, manage, brand, and price. Turnium is also available to Resellers as a Turnium-branded managed service. Turnium SD-WAN solutions is sold through a channel partner program designed for Communications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.
For more information, contact sales@ttgi.io, visit www.turnium.com, or follow us on Twitter @turnium.
About SD-WAN
SD-WAN is revolutionizing the networking and telecommunications industry by abstracting secure, high-speed networking and network control from underlying physical circuits. SD-WAN frees enterprises, small and medium businesses, cloud and managed services providers from the business and cost constraints imposed by traditional telecommunications companies.
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Turnium Contact:
Chairman: Ralph Garcea, Email: rgarcea@ttgi.io, Telephone: +1 416-304-9125
Investor Relations: Bill Mitoulas, email: investor.relations@ttgi.io, telephone: +1 416-479-9547
Media inquiries, please email media@ttgi.io
Sales inquiries, please email sales@ttgi.io
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the Company may terminate and not proceed with the Agreement, or that the Agreement and associated transactions will not be successfully completed for any reason (including failure to obtain the required acceptance from the TSX Venture Exchange). The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.