Turnium enters definitive deal for TNET division sale

Executive Summary

• Turnium Technology Group Inc. has entered into a definitive Asset Purchase Agreement (APA) to sell its TNET division (Tenacious Networks Inc.) to Tenacious Services Inc., a company controlled by Aaron Patton, the former president of TNET.
• The transaction is structured as a non-arm's-length deal requiring TSX Venture Exchange approval, involving the cancellation of original consideration shares and the assumption of specific liabilities.
• The sale aligns with Turnium’s strategic shift toward a partner-led, wholesale global business model following the recent acquisition of Insentra, allowing the company to focus on scalable technology-as-a-service solutions.

Key Details

• Transaction Structure: Definitive Asset Purchase Agreement dated February 27, 2026, between Turnium Technology Group Inc. (and subsidiary Tenacious Networks Inc.) and Tenacious Services Inc.
• Assets Sold: Substantially all assets and contractual commitments of the TNET division, including IT consulting, support, service delivery, equipment, managed services, Microsoft licensing, and hosted voice services in British Columbia and parts of the United States.
• Consideration:
  • Debt Release: Settlement in full of all obligations owed by Turnium/TNET to the purchaser, including $197,257.21 in principal and accrued interest related to the original 2021 purchase of TNET.
  • Share Cancellation: Assignment of 3,171,958 common shares of Turnium to TNET (originally issued in 2021), which will be returned to treasury for cancellation. The market value of these shares at execution was $285,476.22.
  • Cash Payment: $13,727.83 paid to TNET for termination fees related to previously leased premises.
• Strategic Rationale: The divestiture allows Turnium to focus on its "100-per-cent-partner-led, wholesale global business model" and the integration of the recently acquired Insentra.
• Regulatory Status: The transaction is classified as non-arm's-length under TSX Venture Exchange policies because Aaron Patton (sole shareholder of the purchaser and former TNET president) is not a director/officer of Turnium but holds a significant operational role. TSX-V has conditionally accepted the transaction; final approval is required for closing.
• Exempt Issuer Bid: The share cancellation qualifies as an exempt issuer bid under National Instrument 62-104, as the shares are beneficially owned by Aaron Patton, represent less than 5% of outstanding shares, and have not been used for exemption in the past 12 months.
• Operational Continuity: Aaron Patton will continue to operate the TNET division under a service agreement with the purchaser. Turnium anticipates winding up TNET operations during its 2026 fiscal year.
• Financial Classification: TNET was classified as a discontinued operation under IFRS 5 in Turnium’s audited financial statements for the year ended September 30, 2025.

Notable Quotes

• "On behalf of Turnium, I want to express my sincere gratitude to Tenacious and to Aaron Patton for their commitment and stewardship of the TNET division over the past several years," said Doug Childress, chief executive officer of Turnium. "This transaction enables Aaron and his team to continue serving customers with continuity and focus while allowing Turnium to concentrate on executing our global, partner-led growth strategy and the next phase of our evolution post the closing of the Insentra acquisition."