March 29, 2023 – Vancouver, Canada – Turnium Technology Group Inc. (TSX.V: TTGI) (“Turnium” or the “Company”), an industry leader in cloud-native software-defined wide area networking solutions (SDWAN), announces that it has amended the terms of its agreement to acquire the IP Addresses and certain data centers assets from Professional Systems Designs Ltd. (“PSD”), as previously announced in a news release dated December 12, 2022. The amendment agreement provides for Turnium to lease the IP Addresses from PSD for a monthly fee of $800 and Turnium to rent certain data center assets from PSD for a monthly fee of $400 per site. The lease on the IP Addresses is for a term of one year and shall automatically be renewed unless a 60-day advance notice is provided. The rental agreement on the data center is for a term of 90 days and shall automatically be renewed unless a 60-day advance notice is provided. Turnium has an option to purchase the assets at a later date at the original price of $5,000 per site, and 50% of the rental fees will be applied towards the purchase price. In addition, PSD will transfer 3 data center sites to Turnium. The amended terms will take effect April 1, 2023.
The terms of the transaction were negotiated at arm’s length. The Company has received conditional acceptance of the transaction as amended from the TSX Venture Exchange on March 28, 2023. If the Company elects to purchase the assets at a later date and if any of the terms or details of the purchase option changes, the purchase will be subject to the approval of the TSX Venture Exchange.
As PSD is owned by a director of the Company, the lease of assets will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the transaction. None of the Company’s directors has expressed any contrary views or disagreements with respect to the foregoing. Johan Arnet, a director of the Company, declared his interest and abstained from voting the approval of the transaction.
About Turnium Technology Group Inc.
Turnium Technology Group Inc. delivers its SD-WAN solution as a white label, containerized, disaggregated software platform that channel partners host, manage, brand, and price. Turnium is also available as a managed cloud-native service that channel partners can resell. Both Turnium SD-WAN solutions are available through a channel partner program designed for Communications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.
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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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.
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.