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May 30, 2024 - Vancouver, Canada - Turnium Technology Group Inc. (TSX.V: TTGI; FSE:E48) (“Turnium” or the “Company”), an industry leader in cloud-native software-defined wide area networking solutions (SD-WAN), further to its news release dated February 28, 2024, announces that it has entered into a definitive share purchase agreement dated May 29, 2024 (the “Share Purchase Agreement”) with Claratti Limited (which will convert to Claratti Pty Ltd on June 28, 2024) ACN 642 169 337 (“Claratti”) and each of the securityholders of Claratti (the “Vendors”) in connection with the proposed acquisition of 100% of the issued and outstanding ordinary shares (the “Claratti Shares”) in the capital of Claratti, which will result in Claratti becoming a wholly-owned subsidiary of Turnium (the “Acquisition”).

Pursuant to the Share Purchase Agreement, the Company will acquire 100% of the issued and outstanding Claratti Shares in exchange for:

(i)                  a closing purchase price of CAD$6.0 million, payable through the issuance of Class A Common shares in the capital of the Company (“Turnium Shares”) at a deemed price of CAD$0.15 per Turnium Share, being a total of 40,000,000 Turnium Shares; and

(ii)                 potential earn-out payments of up to CAD$4.0 million, payable through the issuance of up to 26,666,666 Turnium Shares if certain EBITDA thresholds are achieved in fiscal 2025 and in fiscal 2026 (the “Earn-Out Payments”).

The Turnium Shares issuable to the Vendors in connection with the Acquisition, including Turnium Shares issuable in connection with the Earn-Out Payments, will be subject to a contractual resale restriction (the “Contractual Hold Period”), such that:

(i)                  25% of the issuable Turnium Shares will not be subject to the Contractual Hold Period on the date of issuance thereof (the “Issue Date”);

(ii)                 25% of the issuable Turnium Shares will be released from the Contractual Hold Period on the date which is 6 months from the Issue Date;

(iii)               25% of the issuable Turnium Shares will be released from the Contractual Hold Period on the date which is 12 months from the Issue Date; and

(iv)               the final 25% of the issuable Turnium Shares will be released from the Contractual Hold Period on the date which is 18 months from the Issue Date.

The Earn-Out Payments are contingent on the Company achieving the following EBITDA projections (which requires all current and future entities to have positive EBITDA):

(i)                   upon achievement of an EBITDA of CAD$1 million for the 2025 fiscal year, an Earnout Payment of CAD$1 million payable through the issuance of up to 6,666,666 Turnium Shares; and

(ii)                 upon achievement of an EBITDA of CAD$3 million for the 2026 fiscal year, an Earnout Payment of CAD$3 million payable through the issuance of up to 20,000,000 Turnium Shares.

The Turnium Shares issuable in connection with the Earn-Out Payments will be issued at a deemed price equal to the higher of: (i) CAD$0.15; and (ii) the maximum Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange (the “Exchange”)) of the Turnium Shares at closing on the date prior to the issuance the applicable Turnium Shares. The same Contractual Hold Period will apply to the Earn-Out Payments.

The Turnium Shares issued to the Vendors pursuant to the Acquisition will be subject to: (i) a hold period under applicable securities laws, which will expire four months plus one day from the date of closing of the Acquisition; and (ii) in the case of Vendors who will become directors, officers or shareholders holding 10% or more of the issued and outstanding shares of the Company on a post-Acquisition basis, be subject to the Exchange Hold Period, which will expire four months plus one day from the date of closing of the Acquisition.

Upon completion of the Acquisition, Claratti will become a wholly-owned subsidiary of Turnium, and the Vendors will own approximately 24.84% of the issued and outstanding common shares of Turnium, assuming the Offering (as defined below) is fully subscribed for.

Upon the closing of the Acquisition, it is anticipated that Doug Childress, Craig Pentland, Ralph Garcea, Johan Arnet, Erin Campbell and Jim Lovie will constitute the Board of Directors of Turnium. It is also anticipated that the new senior management team of Turnium will be comprised of Doug Childress (Chief Executive Officer) and Konstantin Lichtenwald (Chief Financial Officer). The Company anticipates that completion of the Acquisition will effectively double the size of the Company on a consolidated basis, which is expected to provide a larger base from which to cross-sell revenue and seek further acquisitions for growth.

Completion of the proposed Acquisition is subject to, among other things, receipt of all necessary regulatory and shareholder approvals, including the approval of the Exchange. As the proposed Acquisition is not a “Non-Arm’s Length Transaction” (within the meaning of Policy 2.4 of the Exchange), the Acquisition does not require approval of the shareholders of Turnium.

The Share Purchase Agreement

Pursuant to the Share Purchase Agreement, certain conditions precedent must be met prior to the closing of the Acquisition, including, but not limited to: (a) acceptance by the Exchange, and receipt of other applicable regulatory approvals; (b) no material adverse change in the business, affairs, financial condition or operations of Claratti or Turnium having occurred between the date of entering into the Share Purchase Agreement and the closing date of the Acquisition; (c) the Company being satisfied with its due diligence review of Claratti; (d) Claratti having sufficient working capital to operate the business consistent with past practice for a period of twelve (12) months from closing and a maximum of CAD$2,500,000 in debt; (e) Claratti causing all outstanding options, warrants and securities exercisable or convertible into shares of Claratti to be exercised or converted, as applicable, into Claratti Shares to be purchased by Turnium pursuant to the Share Purchase Agreement; (f) termination of Claratti’s existing shareholders’ agreement; (g) entry into an executive employment agreement with Doug Childress in connection with his appointment as CEO of the Company; and (h) other customary closing conditions for a transaction of this nature. There can be no assurance that the Acquisition will be completed as proposed or at all.

The Acquisition will not constitute a Non-Arm’s Length Transaction (as such term is defined in the policies of the Exchange). No person which is a Non-Arm’s Length Party (as such term is defined in the policies of the Exchange) of Turnium has any direct or indirect beneficial interest in Claratti or its assets prior to giving effect to the Acquisition and no such person is an insider of Claratti. Similarly, there is no known relationship between or among any person which is a Non-Arm’s Length Party of Turnium and any person who or which is a Non-Arm’s Length Party to Claratti.

Upon completion of the Acquisition, it is expected that Turnium will be a Tier 2 Technology Issuer on the Exchange.

Non-Brokered Private Placement

The Company also announces that it intends to complete a non-brokered private placement (the “Offering”) of up to 8,214,285 units (each a “Unit”) at a price of CAD $0.07 per Unit for aggregate proceeds of up to CAD$575,000. Each Unit will consist of one common share of the Company (a “Unit Share”) and one-half of one common share purchase warrant (a “Warrant”).

Each whole Warrant will be exercisable into one common share in the capital of the Company at an exercise price of $0.105 per share for a period of two years from the date of issuance.

In connection with the Offering, the Company may pay finder’s fees of up to 7% in cash or securities or a combination of both to eligible finders, as permitted by the policies of the Exchange. Insiders of the Company may participate in the Offering, however no such participation has been confirmed as of the date of this press release.

The securities issued pursuant to the Offering will be subject to a hold period under applicable securities laws, which will expire four months plus one day from the date of closing of the Offering. Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including approval of the Exchange.

The Offering is anticipated to be completed on or around June 14, 2024.

The net proceeds of the Offering will be allocated towards expenses related to the Acquisition and working capital requirements for the six-month period after the Acquisition.

About Turnium Technology Group Inc.

Turnium is a public, Exchange-listed company, which was incorporated on October 17, 2017 pursuant to the laws of the Province of British Columbia. We make internet connections more secure and reliable for businesses. Our proprietary software-defined wide area networking (SD-WAN) platform is used to deliver highly reliable and secure connections using standard internet, wireless, or low-earth orbit satellite services for maintaining uninterrupted internet connectivity. Compared to other options, our SD-WAN solution is easier to manage, more flexible and faster to deploy, and more cost-effective than virtual private network (VPN) solutions or the services offered by traditional telecommunication carriers.

Turnium 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 is sold through a channel partner program designed for Communications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.

About Claratti

Claratti is an Australian unlisted public company (which will convert to private company on June 28, 2024) registered in Western Australia since June 29, 2020. Claratti is an Australian Communications and Media Authority (ACMA) licensed telecommunications carrier (#485), ISO27001:2019 accredited provider of telecommunications services and managed IT and cybersecurity solutions for SMB and enterprise level customers. Claratti sells its products and services across Australia via direct client sales, referrals, wholesale partners and through white labelled offerings.

The business of Claratti began its life as Intelligent IP Hosting Pty Ltd 619 361 018 (“Intelligent IP”) on May 26, 2017 when it was co-founded by Mr. Doug Childress and Mr. Chuck Bartle. On June 30, 2020, Intelligent IP became a wholly owned subsidiary of Claratti as part of the group’s “top-hat” restructure. The vision behind Claratti was to build a platform-style offering where Technology as a Service (TaaS) could be sourced from a single vendor, thus bridging the dispirit technical gaps between telecommunications, Internet Service Providers, Hardware, Software, and Consulting product and service providers. Step forward to 2024, where Claratti have established its self as a Tier 3 National carrier’s network, Private cloud services, voice, video, managed services, managed security and 24x7 global Network, IT and Security Operations Centre.

Please see the complete English press release here: https://money.tmx.com/quote/TTGI/news/8841598010110460/Turnium_Technology_Group_Inc_Announces_Execution_of_Share_Purchase_Agreement_with_Claratti_Limited_and_NonBrokered_Private_Placement

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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

www.ttgi.io, www.turnium.com

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 STATEMENTS

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Acquisition and the Offering, including receipt of necessary regulatory and shareholder approval; the anticipated directors, officers and insiders of Turnium upon completion of the Acquisition; the closing of the Acquisition and the Offering; Claratti’s products and ability to create increased shareholder value; and forthcoming news releases and other disclosure. Often, but not always, forward-looking statements or information can be identified by the use of words such as “anticipate”, “believe”, “continue”, “expect”, “intend”, “may” or “will” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, Turnium and Claratti have made numerous assumptions including among other things, assumptions about general business and economic conditions of Claratti and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of Turnium and Claratti believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward- looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the receipt of all requisite shareholder and regulatory approvals for the Acquisition and the Offering; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties; changes in general economic conditions or conditions in the financial markets; changes in laws; the ability to obtain financing as required; and other risk factors as detailed from time to time in Turnium’s Management Discussion and Analysis dated February 28, 2024 and other documents available under Turnium’s profile at www.sedarplus.ca. Turnium and Claratti do not undertake to update any forward-looking information, except in accordance with applicable securities laws.