Turnium Technology to hold AGSM March 13

Executive Summary

• Turnium Technology Group Inc. has announced its 2026 Annual General and Special Meeting (AGSM) scheduled for March 13, 2026, where shareholders will vote on a significant debt settlement proposal.
• The proposed debt settlement involves issuing 5,353,750 common shares at a deemed price of 10 cents per share to settle $535,375 in outstanding debt, primarily owed to directors and the CFO, subject to TSX Venture Exchange and minority shareholder approval.
• The company also reported additional balance sheet strengthening through the conversion of $365,000 in convertible debentures into shares and the exercise of $50,000 in warrants, alongside the grant of 1.1 million RSUs to the CEO.

Key Details

• Meeting Details: The 2026 AGSM will be held in person in Vancouver, B.C., on Friday, March 13, 2026, at 3 p.m. Vancouver time.
• Debt Settlement Proposal:
  • Total shares to be issued: 5,353,750 common shares.
  • Deemed price: $0.10 per share.
  • Total debt settled: $535,375.
  • Subject to TSX Venture Exchange approval and minority shareholder approval for related party transactions.
• Debt Settlement Recipients (Insiders/Former Directors):
  • Ralph Garcea (Director): 1,500,000 shares for $150,000 debt.
  • Jim Lovie (Director): 1,500,000 shares for $150,000 debt.
  • Craig Pentland (Director): 425,000 shares for $42,500 debt.
  • Konstantin Lichtenwald (CFO): 300,000 shares for $30,000 debt.
  • Two former directors: 918,750 shares for $91,875 debt.
  • Total insider/former director debt settled: $464,375.
• Related Party Transaction Compliance: The settlements with current directors and the CFO constitute related party transactions under Multilateral Instrument 61-101. Votes held by insiders and their affiliates will be excluded from the vote.
• Additional Balance Sheet Strengthening:
  • Conversion of convertible debentures: $365,000 converted into 4,447,500 shares (including $250,000 from Chairman Ralph Garcea).
  • Warrant exercise: $50,000 worth of warrants exercised into 500,000 shares.
• Executive Compensation:
  • Grant of 1,100,000 Restricted Share Units (RSUs) to CEO Doug Childress.
  • Grant source: Company's omnibus incentive plan.
  • Vesting schedule: Over a period of three years from the grant date.

Notable Quotes

• "The board of directors (excluding the interested parties) has approved the debt settlement, which is intended to strengthen the company's balance sheet."