Turnium Announces Execution of Asset Purchase Agreement for the Acquisition of Assets of Insentra Management Services and Closing of Offering of Secured Debentures and Warrants

Executive Summary

• Turnium Technology Group Inc. entered into a definitive Asset Purchase Agreement to acquire substantially all assets of Insentra Management Services Pty Ltd. for an aggregate purchase price of approximately C$5.73 million.
• Consideration includes C$2.144 M in newly issued common shares (10,721,720 shares at C$0.20 each), C$3.584 M cash (C$1 M at closing plus a vendor take‑back loan of C$2.584 M payable over 30 days to 20 months), 1,188,000 share purchase warrants, and potential earn‑out/bonus payments up to C$9.25 M tied to revenue and EBITDA targets.
• The transaction is expected to boost Turnium’s FY2026 revenue guidance to C$30–32 M, gross margin 43%–46%, and adjusted EBITDA C$2.1–3.1 M, reflecting a material positive impact on the business.

Key Details

• Purchase Price: ~C$5,728,344
• Equity Component: C$2,144,344 via issuance of 10,721,720 common shares at C$0.20 per share.
• Cash Component: C$3,584,000 (C$1,000,000 at closing; C$2,584,000 vendor take‑back loan).
  • Loan repayment schedule: C$500k due 30 days post‑closing, C$500k due 60 days, remaining C$1.584 M in 20 monthly installments beginning by April 4 2026. Interest = Prime + 2% (default interest 1.25% per month).
• Warrants Issued: 1,188,000 common share purchase warrants (exercise price C$0.20; 3‑year term; vesting 1/12 each month over 12 months).
• Earn‑out & Bonus Structure:
• Performance Earn‑Out up to C$7.25 M (60% cash, 40% shares) if revenue/adjusted EBITDA targets met – max 14.5 M common shares at price ≥ C$0.20 or 25% discount to 10‑day VWAP.
• EBITDA Bonus up to C$2.0 M (60% cash, 40% shares) – max 4 M common shares under same pricing terms; cash portion may be paid in up to four quarterly installments with interest at Prime + 2%.
• Lock‑up on Consideration Shares: 25% released after 4 months, another 25% after 6 months, another 25% after 12 months, final 25% after 18 months.
• Closing Conditions: Novation of service/partner agreements ≥ C$1 M annual value; employee/contractor transitions; securities‑based compensation grants under the Omnibus Equity Incentive Plan.
• Regulatory: Transaction subject to TSXV conditional acceptance and final approval; all issued securities subject to a 4‑month + 1‑day hold period and applicable seasoning rules.

Financing – Secured Debenture & Unit Offering (Related)

• Completed unit offering raising C$4.65 M: each unit = C$1,000 (C$1,000 secured non‑convertible debenture + 4,000 bonus warrants).
• Use of Proceeds: Repay existing secured loans (C$592,323), upfront transaction payments (C$2 M), Insentra audit (C$50k), legal costs (C$475k), accounts payable (C$440k), FY2025 audit (C$150k), S&M (C$100k), R&D (C$100k), finder’s fee to Alto Capital (C$120k), general working capital (C$622,677).
• Debenture Terms: 16% annual simple interest; monthly payments starting month 25; optional pre‑payment with additional interest premiums.

Insentra Financial Snapshot (for context)

• FY2024 revenue C$28.4 M; gross margin C$8.9 M; EBIT (C$82k).
• Trailing 12‑month (as of June 30 2025) revenue C$24.5 M; gross margin C$7.7 M; adjusted EBITDA (C$1.36 M loss).

Notable Quotes

“The Insentra acquisition is complementary to our growth strategy… could potentially more than triple the size of our business…” – Doug Childress, CEO, Turnium
“We are excited to be joining forces with Turnium… creating a powerful platform that will unlock meaningful opportunities across our global ecosystem.” – Ronnie Altit, Founder & CEO, Insentra