Turnium Announces Proposed Acquisition of Assets of Insentra Holdings

Executive Summary

• Turnium Technology Group Inc. announced a non‑binding LOI to acquire substantially all assets of Insentra Holdings Pty Ltd., with an aggregate purchase price of approximately C$5.73 million plus earn‑out and bonus components.
• The transaction includes C$2.14 M in consideration shares (10,721,720 common shares at C$0.20 each), C$3.58 M cash (C$2 M payable at closing and a C$1.584 M vendor take‑back loan), 1,188,000 share purchase warrants, and potential earn‑out/bonus payments up to C$9.25 M based on revenue and EBITDA targets.
• Turnium expects the acquisition to add over 200 new indirect channel partners, increase revenues, expand technical and operational resources, and support a “channel‑first” growth strategy that could potentially triple the size of its business.

Key Details

• Purchase Price: Approx. C$5,728,344
• Consideration Shares: 10,721,720 common shares @ C$0.20 per share (C$2,144,344).
• Cash Component: C$3,584,000 total – C$2,000,000 payable at closing; C$1,584,000 vendor take‑back loan payable in 20 monthly installments with interest = 2% above RBC prime + default interest of 1.25% per month on overdue amounts.
• Warrants Issued: 1,188,000 common share purchase warrants, exercisable at C$0.20 per share for three years; vesting equal 1/12th each month over the first year after closing.
• Earn‑Out (Performance Earn Out): Up to C$7.25 M payable over two fiscal years if revenue and adjusted EBITDA targets are met – 60% cash, 40% common shares (max 14,500,000 shares) at greater of C$0.20 or a 25% discount to the 10‑day VWAP on TSXV.
• EBITDA Bonus: Up to C$2 M payable over two fiscal years – 60% cash, 40% common shares (max 4,000,000 shares) under same pricing terms; second‑year bonus may be a lump‑sum cash payment equal to the lesser of 2.5% of Turnium’s available cash or the earned amount.
• Lock‑Up on Consideration Shares:
• 25% (2,680,430 shares) released four months after closing.
• Remaining 75% released in three subsequent 25% tranches every six months thereafter.
• Termination Fee: C$250,000 payable by the terminating party if either side ends the LOI.
• Debt Facility: Turnium plans to secure a C$4.5 M debt facility (terms to be disclosed later) to fund the cash portion of the purchase price and related transaction costs.
• Insentra Financial Snapshot (unaudited):
• FY2024 Revenue: C$28.4 M; Gross Margin: C$8.9 M; EBT: –C$82 K.
• TTM (as of June 30 2025) Revenue: C$24.5 M; Gross Margin: C$7.7 M; Adjusted EBITDA: –C$1.36 M.
• Projected Post‑Closing Performance (FY ending Sep 30 2026): Turnium forecasts revenue of C$24–26 M, gross margin 38%–41%, and adjusted EBITDA C$2.4–3.0 M.
• Employment & Equity Incentives: Founders and key employees to receive securities‑based compensation under Turnium’s Omnibus Equity Incentive Plan (PSUs, options, signing bonuses) contingent on continued employment and performance.
• Regulatory Conditions: Transaction subject to customary closing conditions, novation of material agreements (annual value ≥ C$1 M), TSXV approval, and securities hold periods (four months + one day). All Turnium common shares are currently halted pending transaction completion.

Notable Quotes

• Doug Childress, Global CEO, Turnium: “The Insentra acquisition is complementary to our growth strategy… could potentially triple the size of our business assuming market conditions remain favourable and all milestones and performance targets are achieved.”
• Ronnie Altit, Founder & CEO, Insentra: “We are excited to be joining forces with Turnium… creates a powerful platform that will unlock meaningful opportunities across our global ecosystem.”