Turnium closes Tenacious Networks business sale

Executive Summary

• Turnium Technology Group Inc. has closed the sale of its Tenacious Networks Inc. (TNET) division to Tenacious Services Inc.
• The transaction involves the sale of substantially all assets and contractual commitments of the TNET division, which provides IT consulting and managed services in British Columbia and parts of the US.
• The total consideration for the transaction is approximately $496,460, structured as a mix of debt settlement, share assignment, and cash payments.

Key Details

• Transaction Structure: Sale of substantially all assets and contractual commitments of the TNET division, with the purchaser assuming related liabilities.
• Total Consideration: Approximately $496,460.
• Consideration Breakdown:
  • Debt Settlement: Release of obligations including outstanding indebtedness of $197,257.21 (principal and accrued interest) owed by the company to the purchaser.
  • Share Assignment: Assignment of 3,171,958 common shares of Turnium to TNET. The value ascribed to these shares is $285,476.22 (market value at execution of the Asset Purchase Agreement dated Feb. 27, 2026). These shares were originally issued to the purchaser in February 2021 and will be returned to treasury for cancellation.
  • Cash Payment: $13,727.83 paid to TNET for termination fees related to previously leased premises.
• Counterparties:
  • Seller: Turnium Technology Group Inc. and its subsidiary, Tenacious Networks Inc. (TNET).
  • Purchaser: Tenacious Services Inc.
• Related Party Status: The transaction is non-arm's-length because Aaron Patton is the sole shareholder of the purchaser and was the president of the TNET division. However, Mr. Patton is not a director or officer of Turnium, nor does he own more than 2% of Turnium's shares.
• Regulatory Approval: The transaction requires approval from the TSX Venture Exchange (TSX-V). TSX-V has conditionally accepted the transaction subject to final approval upon issuance of its bulletin.
• Securities Issuance: No new securities were issued by Turnium. The original consideration shares are being cancelled. The acquisition of these shares qualifies as an exempt issuer bid under National Instrument 62-104.
• Future Operations: Turnium anticipates winding up the operations of TNET during its fiscal year 2026. Residual assets and liabilities remaining with TNET are expected to be immaterial.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.