Turnium Technology Group Announces Offering of Secured Debentures and Warrants and Provides an Update on the Proposed Insentra Acquisition

Executive Summary

• Turnium Technology Group Inc. announced a proposed private placement of units for up to $4,650,000 gross proceeds.
• Each unit is priced at $1,000 and includes a $1,000 secured non‑convertible debenture (16% annual interest) plus 4,000 non‑transferable warrants exercisable at $0.10 for 36 months.
• Proceeds are earmarked for repayment of existing loans, a $2 M upfront payment for the proposed Insentra acquisition, and various working‑capital items.

Key Details

• Offering Structure
• Unit price: $1,000 per unit.

• Composition per unit: (i) one secured non‑convertible debenture of $1,000; (ii) 4,000 share purchase warrants ($0.10 exercise price, 36‑month term).

• Financing Size & Allocation

• Total gross proceeds target: $4,650,000.

• Use of proceeds:

  • Repay existing secured loans – $593,120
  • Insentra acquisition upfront payment – $2,000,000
  • Insentra audit – $50,000
  • Legal costs (Turnium) – $475,000
  • Accounts payable – $440,000
  • FY 2025 audit – $150,000
  • Sales & marketing – $100,000
  • Research & development – $100,000
  • Alto Capital finder’s fee – $120,000
  • General working capital – $621,880

• Debenture Terms

• Interest rate: 16% per annum, simple interest.
• Interest paid monthly; first 24 months accrued annually then monthly thereafter.

• Principal repayment: twelve equal installments beginning month 25, with optional early pre‑payment (including additional interest premium).

• Warrant Mechanics

• Bonus warrants under TSXV Policy 5.1.

• Acceleration/termination triggers:

  • If TSXV share price ≥ $0.30 for ten consecutive trading days, company may give notice to expire warrants 60 days later.
  • Early pre‑payment of debenture (after month 12 but before month 24) terminates 25% of associated warrants.

• Placement Distribution

• $3,000,000 to be raised via non‑brokered offering to accredited investors in Australia through ACNS Capital Markets Pty Ltd (“Alto Capital”).

• Remaining up to $1,650,000 to accredited investors in Canada and Europe (non‑brokered).

• Finder Compensation

• Cash fee to Alto Capital upon closing: $120,000.

• Issuance of 1,200,000 non‑transferable finder’s warrants (exercise price $0.10, 36‑month term) to ACNS and other arm’s‑length finders, subject to TSXV approval.

• Conditionality

• Offering subject to receipt of all required approvals, including conditional TSXV approval.

• $2 M allocated for Insentra acquisition is contingent on investor acknowledgment of TSXV approval risk and willingness to fund prior to such approval.

• Insentra Acquisition Update

• CEO Doug Childress states due diligence is ongoing; expects an extension to the Letter of Intent and aims to sign a definitive asset purchase agreement around January 31, 2026.
• If TSXV does not approve or acquisition fails, allocated funds will revert to general working capital and may be redeployed for other acquisition opportunities.

Notable Quotes

• “We are currently completing customary due diligence… Consequently, the Company expects to execute an extension to the Letter of Intent … and anticipates entering into a definitive asset purchase agreement on or about January 31, 2026.” – Doug Childress, Global CEO, Turnium Technology Group Inc.