September 25, 2026 – Vancouver, Canada – Turnium Technology Group Inc. (TSXV: TTGI) (FSE: E48) (“TTGI”or the “Company”), a global provider of Technology-as-a-Service (TaaS) solutions and channel-only IT services, announces that it proposes to complete a non-brokered private placement of units (the “Offering”) to raise gross proceeds of up to C$3,500,000, as well as proposed shares-for-debt transactions (the “Debt Settlements”) to settle outstanding indebtedness owed to certain creditors of up to $2,000,000.
Non-Brokered Private Placement
Under the terms of the Offering, the Company intends to issue up to 116,700,000 units (each a “Unit”) at a subscription price of C$0.03 per Unit. Each Unit will consist of one common share (each a “Unit Share”) and one common share purchase warrant (each a “Warrant”).
Each whole Warrant will entitle the holder to purchase one common share in the capital of the Company at an exercise price of C$0.05 per common share, for a period of three years from the date of issuance.
The Company intends to use the net proceeds from the Offering to retire certain debt facilities, and for working capital purposes related to several cost-cutting and growth initiatives, including strategic partnerships, and sales and marketing.
Shares-for-Debt Settlements
In addition to the Offering, the Company announces that it intends to enter into agreements with certain creditors to settle an aggregate of up to C$2,000,000 of outstanding trade payables and indebtedness. The shares-for-debt will be in compliance with the Policies of the TSXV.
To settle these debts, the Company will issue up to 66,700,000 Units at a deemed price of C$0.03 per Unit (as defined above). The Company believes that the Debt Settlements are a prudent measure to preserve its cash reserves and strengthen its balance sheet by improving its working capital position. The Units issued in settlement of the Debt will be subject to a hold period of four months and one day from the date of issuance. Completion of the issuances remains subject to the Company obtaining all applicable regulatory approvals, including the final acceptance of the Exchange.
General Terms and Regulatory Approvals
Completion of the Offering is subject to the approval of the TSX Venture Exchange (the “TSXV”). The Units will be issued pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 – Prospectus Exemptions.
The securities issued pursuant to the Offering will be subject to a hold period of four months plus one day from the date of issuance. Insiders may participate in the Offering, and details of any insider participation will be announced at a later date, as applicable.
In connection with the Offering, the Company may pay finder’s fees of up to 7% in cash and 7% in finders’ warrants to eligible finders, as permitted by the policies of the TSXV.
The Offering may close in multiple tranches, and is anticipated to be completed on or around October 30, 2026.
The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with an exemption from such registration requirements.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.
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About Turnium Technology Group Inc. (TTGI)
TTGI acquires companies that complement its Technology-as-a-Service (TaaS) strategy, integrates them to generate efficiencies, and delivers their solutions through a global partner-led program to customers worldwide. TTGI’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.
TTGI is focused on building a TaaS platform that incorporates all the services, platforms, and capabilities that ISPs, MSPs, IT Providers, VoIP/UCaaS, CCaaS, or Cloud Providers might need. Additionally, TTGI provides deployment resources, hardware, delivery, support, and marketing and sales enablement to help channel partners go to market quickly and deliver exceptional quality.
TTGI delivers secure, cost-effective, uninterrupted, and scalable global IT solutions to its partners and their end-customers—because “Connectivity Matters.”
For more information, contact sales@ttgi.io, visit www.ttgi.io or follow us on X (formerly Twitter) @turnium.
TTGI Contact:
Chairman: Ralph Garcea
Email: ralph.garcea@ttgi.io
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
www.ttgi.io, www.turnium.com, www.claratti.com, www.insentragroup.com.
CAUTIONARY NOTES
Neither the TSX Venture (“TSX.V”) Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX.V) 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. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. 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. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.