Turnium Technology closes acquisition of Insentra

Mr. Doug Childress reports TURNIUM TECHNOLOGY GROUP ANNOUNCES CLOSING OF ACQUISITION OF ASSETS OF INSENTRA MANAGEMENT SERVICES Further to Turnium Technology Group Inc.'s press releases dated Nov. 10, 2025, Dec. 29, 2025, and Feb. 3, 2026 (the prior releases), the company has completed its acquisition of substantially all the assets of Insentra Management Services Pty. Ltd. and certain subsidiaries of Insentra (Insentra subsidiaries). With the closing of the transaction, Insentra is expected to provide increased revenues, over 200 new indirect channel partners, increased technical and operational resources, and a strong leadership team. The acquisition continues Turnium's transformation to a channel-first model. For the 12 months commencing March 1, 2026, management is providing guidance of $28-million to $32-million in revenue, with an expected gross margin in the range of 43 per cent to 46 per cent and an adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) in the range of $2.1-million to $4.1-million. Insentra is a private company incorporated under the laws of Australia, specializing in providing advisory, professional, artificial intelligence, and managed IT services and solutions to businesses by exclusively partnering with IT providers. Insentra is headquartered in Sydney, Australia, and serves clients globally. The transaction was completed pursuant to a definitive asset purchase agreement dated Feb. 2, 2026, with Insentra, Insentra subsidiaries, and each of the securityholders of Insentra and Insentra subsidiaries. Certain non-material terms of the asset purchase agreement were amended pursuant to an amending agreement between the company and the vendors dated Dec. 27, 2025. Doug Childress, chief executive officer of Turnium, stated: "The Insentra acquisition is complementary to our growth strategy and our technology-as-a-service offering, which management expects could potentially more than triple the size of our business, assuming market conditions remain favourable and all milestones and performance targets are achieved. Both Turnium and Insentra sell to end customers through a channel-led business model, which, combined, will deliver over 280 worldwide partners. With the closing of the transaction, Insentra is expected to provide increased revenues, increased technical and operational resources and a strong leadership team to help facilitate Turnium achieving its long-term revenue objectives." Ronnie Altit, one of the founders and the CEO of Insentra, stated: "We are excited to be joining forces with Turnium. For 16 years, Insentra has been built on trust, enduring relationships and a passion for helping our partners succeed. This transaction enhances the opportunities available to our partners and their clients by providing access to a broader suite of innovative services, while enabling our team to continue doing what we do best: remaining 100-per-cent channel only and helping our partners grow. Turnium's channel approach, combined with its technology-as-a-service offering and our channel-only DNA, creates a powerful platform that will unlock meaningful opportunities across our global ecosystem." Pursuant to the transaction, as more particularly described in the prior releases, the company has acquired the purchased assets in exchange for the following paid to the owners: A closing purchase price of approximately $5,728,344, comprising: $2,144,344 paid through the issuance of 10,721,720 common shares in the capital of the company at a deemed price of 20 cents per common share; Total cash consideration in the aggregate amount of $3,584,000, as follows: (A) $1-million paid at closing; and (B) $2,584,000 in the form of an unsecured, non-transferable vendor takeback loan, which will be payable to the owners with interest as follows: (i) $500,000 by the date that is 30 days following closing; (ii) $500,000 by the date that is 60 days following closing; and (iii) $1,584,000 in 20 monthly instalments following closing (with the first instalment commencing on or by April 4, 2026, or as otherwise agreed between the parties). The interest rates payable on each portion will be set at 2 per cent above the Royal Bank of Canada's prime lending rate, per annum, and will track such rate until the final payment is made on each such portion. In the event of any uncured defaults on any payments, Turnium will pay an additional default interest on the outstanding balance (including accrued interest) at a rate of 1.25 per cent per month on all overdue amounts. 1,188,000 common share purchase warrants of the company. Each warrant entitles the holder thereof to purchase one common share at an exercise price of 20 cents per common share for a period of three years following issuance and will vest in equal one/12th increments over the one calendar year following issuance. In addition to the purchase price and warrants, as more particularly described in the prior releases, the owners will be eligible to receive the following: Potential earnout payments of up to $7.25-million, payable to the owners over two fiscal years following closing, if certain revenue and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) targets are achieved. The performance earnout will be payable 60 per cent in cash and 40 per cent through the issuance of common shares, being a maximum of 14.5 million common shares. Common shares issued pursuant to the performance earnout will be issued at a price equal to the greater of 20 cents or a 25-per-cent discount to the 10-day volume weighted average price of the common shares on the TSX Venture Exchange. Potential EBITDA bonus of up to $2-million, payable to the owners over two fiscal years following closing, if certain adjusted EBITDA targets are achieved. The bonus will be payable 60 per cent in cash and 40 per cent through the issuance of common shares, being a maximum of four million common shares. Common shares issued pursuant to the bonus will be issued at a price equal to the greater of 20 cents or a 25-per-cent discount to the 10-day volume-weighted average price of the common shares on the TSX-V. The consideration shares will be subject to various contractual lock-up restrictions, as follows: (a) 25 per cent of the consideration shares, being 2,680,430 consideration shares, will be released from lock-up on the date that is four months after the closing of the transaction; (b) 25 per cent of the consideration shares, being 2,680,430 consideration shares, will be released from lock-up on the date that is six months after the closing of the transaction; (c) 25 per cent of the consideration shares, being 2,680,430 consideration shares, will be released from lock-up on the date that is 12 months after the closing of the transaction; and (d) 25 per cent of the consideration shares, being 2,680,430 consideration shares, will be released from lock-up on the date that is 18 months after the closing of the transaction. The company expects to grant securities-based compensation to certain new and transferring employees following the closing of the transaction, once such employees become eligible persons under the company's omnibus equity incentive plan. All such grants will be made in accordance with the terms and conditions of the plan and the policies of the TSX Venture Exchange. The company received final approval of the transaction from the TSX-V prior to closing. The transaction constitutes an arm's-length transaction within the meaning of the policies of the TSX-V, and there are no finders' fees payable in connection with the transaction. All securities issued in connection with the transaction will be subject to a hold period of four months and one day from the date of issuance, as well as the resale and seasoning period rules of the applicable securities legislation. Insentra financial data The following financial information for Insentra is presented for informational purposes only. These data were obtained from Insentra's unaudited financial statements, prepared in accordance with the IFRS (international financial reporting standards) standard. Turnium has not independently verified this information and assumes no responsibility or liability for any errors or omissions in the accuracy, completeness or timeliness of the financial data presented herein. Based on Insentra's financial statements for the fiscal year ended June 30, 2024, Insentra had unaudited (externally prepared) revenue of $28.4-million, gross margin of $8.9-million and earnings before taxes of ($82,000). The company commissioned an independent quality of earnings report that confirmed Insentra's results for the fiscal year ended June 30, 2024. Based on Insentra's financial statements for the fiscal year ended June 30, 2025, and the quality of earnings (QoE) analysis of Insentra to June 30, 2025, the trailing 12 months revenue, gross margin and adjusted EBITDA would be $24.5-million, $7.7-million and ($1.36-million), respectively. The company is conducting its own audit of the results for Insentra's financial year ended June 30, 2025, as part of its financial due diligence process. With the closing of the transaction, for the 12 months commencing March 1, 2026, management of the company projects $28-million to $32-million in revenue, with an expected gross margin in the range of 43 per cent to 46 per cent and an adjusted EBITDA in the range of $2.1-million to $4.1-million. About Insentra Management Services Pty. Ltd. Insentra is a 100-per-cent channel-only business, providing a range of advisory, professional services, artificial intelligence and managed IT services exclusively through its network of IT partners and vendors. Headquartered in Sydney, Australia, Insentra operates globally, helping partners deliver outcomes for their clients. About Turnium Technology Group Inc. Turnium acquires companies that complement its technology-as-a-service (TaaS) strategy, integrates them to generate efficiencies and delivers their solutions through a global channel partner program to customers worldwide. Turnium's mission is to provide IT providers with a complete, white-labelled portfolio of business technology solutions, enabling them to quickly add new services in response to customer demand. In essence, Turnium is building a TaaS platform that incorporates all the services, platforms and capabilities that ISPs, MSPs, IT providers, VoIP/UCaaS, CCaaS or cloud providers might need. Additionally, Turnium provides deployment resources, hardware, delivery, support, and marketing and sales enablement to help channel partners go to market quickly and deliver exceptional quality. Turnium delivers secure, cost-effective, uninterrupted and scalable global IT solutions to its channel partners and their end-customers -- because "connectivity matters." We seek Safe Harbor.