Turnium Technology Group Announces Closing of Acquisition of Assets of Insentra Management Services
Executive Summary
- Turnium Technology Group Inc. completed the acquisition of substantially all assets of Insentra, adding over 200 new indirect channel partners and expanding technical/operational resources.
- Total purchase price ≈ C$5.73 M consisting of C$2.14 M in common shares (10,721,720 shares at C$0.20) and C$3.58 M cash (C$1 M paid at closing plus a vendor take‑back loan).
- Management projects FY 2026 revenue of C$28–32 M, gross margin 43%–46%, and adjusted EBITDA of C$2.1–4.1 M, reflecting a material upside from the transaction.
Key Details
- Consideration:
- C$2,144,344 paid via issuance of 10,721,720 common shares at C$0.20 per share.
- Cash consideration of C$3,584,000: C$1,000,000 at closing; C$2,584,000 vendor take‑back loan payable in three tranches (C$500k @ 30 days, C$500k @ 60 days, C$1.584 M over 20 monthly installments starting ≤ April 4 2026).
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Warrants: 1,188,000 common share purchase warrants exercisable at C$0.20 per share for three years; vesting equal 1/12th each month over one year.
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Earn‑out & Bonus Opportunities (Performance Contingent):
- Earn‑out up to C$7.25 M over two fiscal years if revenue and adjusted EBITDA targets are met – 60% cash, 40% common shares (max 14.5 M shares) at greater of C$0.20 or a 25% discount to the 10‑day VWAP on TSX‑V.
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EBITDA bonus up to C$2.0 M over two fiscal years – same cash/stock split, max 4 M shares under identical pricing terms.
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Lock‑up Schedule for Consideration Shares:
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25% released at 4 months post‑closing, another 25% at 6 months, another 25% at 12 months, final 25% at 18 months.
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Guidance (12 months from March 1 2026):
- Revenue: C$28–32 M
- Gross margin: 43%–46%
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Adjusted EBITDA: C$2.1–4.1 M
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Insentra Historical Financials (unaudited):
- FY 2024: Revenue C$28.4 M, Gross Margin C$8.9 M, EBT (C$82k).
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Trailing 12‑months to June 30 2025: Revenue C$24.5 M, Gross Margin C$7.7 M, Adjusted EBITDA (C$1.36 M).
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Regulatory & Compliance:
- TSXV approved the transaction prior to closing; no finder’s fees; securities subject to hold period of four months and one day plus applicable resale/seasoning rules.
Notable Quotes
“The Insentra acquisition is complementary to our growth strategy… could potentially more than triple the size of our business, assuming market conditions remain favourable…” – Doug Childress, CEO, Turnium
“We are excited to be joining forces with Turnium… creates a powerful platform that will unlock meaningful opportunities across our global ecosystem.” – Ronnie Altit, Founder & CEO, Insentra