TTGI Announces Non-Brokered Private Placement

• Turnium Technology Group Inc. announced a non-brokered private placement targeting up to C$6 million in gross proceeds.
• The offering consists of up to 85,714,285 units priced at C$0.07 per unit, with each unit comprising one common share and one-half of a common share purchase warrant.
• Warrants carry a C$0.10 exercise price and a three-year term from issuance.
• Net proceeds are allocated to retire approximately C$2.5 million of existing debt and fund roughly C$3.5 million in working capital for growth initiatives, including strategic partnerships, sales and marketing, and the rollout of NexNet SD-WAN and Insentra services across 280+ partner channels.
• The offering may close in multiple tranches, with an anticipated completion date around April 30, 2026, subject to TSX Venture Exchange approval.
• This release follows a rapid sequence of corporate actions: the closing of the Insentra acquisition (Feb 2026), the divestiture of the TNET division (Mar 2026), Q1 FY2026 financial results showing continued net losses, and a prior shares-for-debt transaction approved at the March AGM.

• The financing is highly dilutive, adding up to 85.7 million new shares and approximately 42.8 million warrants to an already bloated capital structure. At the current share count of roughly 205 million, this represents a 40%+ increase in outstanding equity.
• The C$2.5 million debt retirement is a positive step but addresses only a fraction of the company's total liabilities, which stood at C$18.8 million as of December 31, 2025.
• The C$0.07 pricing matches the current market price, indicating management is raising capital at fair value but offering no premium to existing shareholders. This is standard for cash-constrained micro-caps.
• The news is fully in line with previous expectations. The company has consistently operated with negative working capital and high cash burn, making frequent equity raises a structural necessity rather than a strategic choice.
• No new operational catalysts or unexpected financial improvements are introduced. The impact is purely balance sheet maintenance.

• Turnium operates as a Technology-as-a-Service (TaaS) provider, focusing on a channel-only, partner-led distribution model.
• Flagship Project: NexNet SD-WAN platform (Version 7.x "Laywire"), deployed to 75% of its OEM partner ecosystem. The platform claims 10x throughput improvements and 40x management server density increases.
• Secondary Focus: Insentra subsidiary, which delivers Microsoft 365 compliance, AI, and security services to managed service providers (MSPs) and independent software vendors (ISVs).
• The company recently divested its legacy TNET division to streamline operations and focus exclusively on scalable, recurring TaaS revenue streams.