Turnium Announces Execution of Asset Purchase Agreement for the Sale of Its TNET Division

Executive Summary

• Turnium Technology Group Inc. entered into a definitive Asset Purchase Agreement to sell its Tenacious Networks (“TNET”) division to Tenacious Services Inc., the original seller of the business in 2021.
• Consideration includes cancellation of $197,257.21 of outstanding indebtedness, transfer of 3,171,958 Turnium common shares (valued at $285,476.22) back to treasury for cancellation, and a cash payment of $13,727.83 for termination fees.
• The transaction is non‑arm’s length, subject to TSXV approval, and aligns with Turnium’s strategy to focus on partner‑led Technology‑as‑a‑Service solutions following its recent Insentra acquisition.

Key Details

• Transaction Parties: Turnium Technology Group Inc. (seller) and Tenacious Services Inc. (purchaser).
• Asset Purchased: All assets, contracts, and related liabilities of the TNET Division (IT consulting, support, managed services, Microsoft licensing, hosted voice services in BC and parts of the USA).
• Consideration:
• Full settlement of $197,257.21 principal + accrued interest owed by Turnium to Tenacious Services from the 2021 purchase.
• Assignment of 3,171,958 Turnium common shares (original consideration shares) to TNET; these shares will be returned to Turnium’s treasury and cancelled (valued at $285,476.22).
• Cash payment of $13,727.83 to TNET for termination fees on previously leased premises.
• No new securities will be issued as part of the transaction.
• Exempt Issuer Bid: The share cancellation qualifies under Section 4.7 of NI 62‑104 (exceeds 5% threshold not met, shares beneficially owned by Aaron Patton).
• Regulatory Conditions: Completion pending customary closing conditions and final TSXV approval; the TSXV has conditionally accepted the deal.
• Strategic Rationale: Disposing of the TNET Division allows Turnium to concentrate on its scalable, partner‑led TaaS platform and accelerate integration of the recently closed Insentra acquisition.
• Operational Outlook: Turnium expects to wind up remaining TNET operations during fiscal year 2026; residual assets/liabilities are deemed immaterial.

Notable Quotes

“This transaction enables Aaron and his team to continue serving customers with continuity and focus, while allowing Turnium to concentrate on executing our global, partner‑led growth strategy…” – Doug Childress, CEO, Turnium Technology Group Inc.