Turnium Technology Group Announces Closing of Shares-for-Debt Transaction

• The most recent release (April 22, 2026) confirms the closing of a previously announced shares-for-debt transaction.
• Total debt settled: $516,375 CAD.
• Shares issued: 5,163,750 common shares at a deemed price of $0.10 per share.
• Insider component: $464,375 (4,643,750 shares) was settled with insiders and former insiders.
• Regulatory approvals were obtained in March 2026 (Shareholder) and April 2026 (TSXV).
• Shares are subject to a statutory hold period of four months and one day from issuance.
• This transaction follows the AGM approval on March 13, 2026, where shareholders authorized the offering.

• Dilution Impact: The company issued shares at $0.10 while the market price recently traded at $0.05-$0.07. This implies existing shareholders are absorbing dilution at a premium to current market value to settle debt, effectively reducing equity value per share relative to the face value of debt extinguished.
• Balance Sheet Health: The settlement reduces outstanding indebtedness by approximately $516k, which is positive for liquidity but does not resolve the broader secured debenture obligations (16% interest noted in prior financing).
• Expectation vs. Reality: This was a known event approved at the AGM in March; therefore, it lacks surprise factor and is categorized as routine administrative closure rather than new strategic news.
• Insider Participation: A significant portion ($464k) went to insiders, which may signal confidence but also raises governance questions regarding related-party transactions if not fully disclosed as arm's length (though TSXV approved).

• Company: Turnium Technology Group Inc. (TTGI).
• Flagship Project/Platform: Technology-as-a-Service (TaaS) ecosystem combining SD-WAN, Managed Services, and Channel Partnerships.
• Key Subsidiaries: Insentra (Channel IT services), Claratti (Maritime connectivity), NexNet (SD-WAN technology).
• Strategic Shift: Transitioning from a smaller network provider to a global TaaS platform via the acquisition of Insentra.
• Revenue Growth: FY2025 revenue was $8.79M; post-acquisition guidance for FY2026 is $28-$32M (approx. 3x growth).