Turnium Technology Group Announces the Closing of the Sale of its TNET Division

Executive Summary

• Turnium Technology Group Inc. (TTGI) and its subsidiary Tenacious Networks Inc. (“TNET”) have completed the sale of the TNET Division to Tenacious Services Inc. for approximately $496,460.
• Consideration includes cash settlement of outstanding indebtedness ($197,257.21), assignment of 3,171,958 common shares valued at $285,476.22, and a termination‑fee payment of $13,727.83.
• The transaction is non‑arm’s length and pending final TSXV approval; the assigned shares will be cancelled, and TTGI expects to wind down remaining TNET operations during FY 2026.

Key Details

• Transaction Structure: Asset purchase agreement (APA) dated February 27 2026; Purchaser acquired substantially all assets and contractual commitments of the TNET Division and assumed related liabilities.
• Total Consideration: Approximately $496,460 broken down as:
• Cash settlement of outstanding indebtedness – $197,257.21 (principal + accrued interest).
• Assignment of 3,171,958 common shares (“Original Consideration Shares”) valued at $285,476.22 (market value at APA execution).
• Termination fees for leased premises – $13,727.83.
• Share Treatment: Original Consideration Shares will be reassigned to TTGI and cancelled via treasury; qualifies as an “Exempt Issuer Bid” under NI 62‑104 Section 4.7.
• Non‑Arm’s Length Nature: Aaron Patton is sole shareholder of Purchaser and President of TNET Division; transaction subject to TSXV conditional acceptance pending final bulletin.
• Related Party Status: Neither Purchaser nor Aaron Patton are “related parties” under MI 61‑101 (Patton not a director/officer; Purchaser holds <2% of TTGI shares).
• Future Plans: Residual assets and liabilities remaining with TNET are deemed immaterial; TTGI intends to wind up TNET operations within FY 2026.
• Regulatory Approval: TSXV has conditionally accepted the transaction; final approval required upon issuance of its bulletin.

Notable Quotes

(No direct quotes were provided in the release.)