THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
July 31, 2023 – Vancouver, Canada – Turnium Technology Group, Inc. (TSXV: TTGI), (the “Company”, or “Turnium”), announces that, further to its news releases dated July 13, 2023 and July 24, 2023, the Company has filed a Second Amended Offering Document (as defined below) with respect to its commercially reasonable efforts private placement basis offering (the “Offering”) of units of the Company (each, a “Unit”) under the Listed Issuer Financing Exemption (as defined herein). Under the final terms of the Offering, the Units will be issued at a price of C$0.10 per Unit (the “Issue Price”) for gross proceeds of a minimum of C$3,000,000 and a maximum of C$3,500,000.
In connection with the Offering, as previously announced, the Company has engaged Canaccord Genuity Corp. (“Canaccord” or the “Lead Agent”), to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”) to assist the Company in selling the Units on a commercially reasonable efforts private placement basis. Each Unit will consist of one common share of the Company (a “Common Share”), and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of C$0.14 per share, subject to adjustment in certain events, for a period of thirty-six months following the closing date of the Offering (the “Closing Date”).
The Company intends to use the net proceeds of the Offering for the repayment of debt in the amount of ~C$2,000,000, and to provide general working capital to support operations. Upon closing of the Offering, the Company shall pay to the Agents: (i) a cash commission equal to up to 7.0% of the aggregate gross proceeds of the Offering payable in cash or Units, or any combination of cash or Units at the option of the Lead Agent; (ii) non-transferrable warrants of the Company exercisable at any time prior to the date that is thirty-six months from the Closing Date to acquire that number of Units equal to 7.0% of the number of Units issued under the Offering, at an exercise price equal to the Issue Price, subject to adjustment in certain events.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offering is being made to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. The Company has filed a second amended offering document dated as of July 31, 2021 (the “Second Amended Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at: www.turnium.com. Prospective investors should read this Second Amended Offering Document before making an investment decision.
The Second Amended Offering Document is being filed to clarify certain incorrect disclosure regarding the Company’s previously announced 5-year license agreement (the “Wedge Agreement”) with Wedge Networks Inc. (“Wedge”). The Company previously announced that the Company entered into the Wedge Agreement and, in connection therewith, acquired a license to use Wedge’s intellectual property from Wedge in exchange for royalties on sales and the issuance to Wedge of 1,785,714 common shares of Turnium (the “Wedge Shares”) at an agreed price of CAD$0.56 per share (or a deemed value of CAD$1.0 million). The Company has filed the Second Amended Offering Document and is issuing this news release to clarify that the Wedge Agreement was never executed, the license was never granted and the Wedge Shares were never issued. The parties remain open to collaboration in the future, but business priorities have delayed the relationship for the time being.
The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 (the “1933 Act”), as amended, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date of the Offering.
The Company expects to close the Offering on or about August 3, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
About Turnium Technology Group, Inc.
Turnium Technology Group, Inc. delivers its SD-WAN solution as a white label, containerized, disaggregated software platform that channel partners host, manage, brand, and price and as a managed cloud-native service provided by Turnium. Both Turnium SD-WAN offers are available through a channel partner program designed for Communications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.
Chairman: Ralph Garcea, email: email@example.com, telephone: +1 416-304-9125
Investor Relations: Bill Mitoulas, email: firstname.lastname@example.org, telephone: +1 416-479-9547
Media inquiries, please email email@example.com
Sale inquiries, please email firstname.lastname@example.org
CAUTIONARY DISCLAIMER STATEMENT
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation, including with respect to the size of the Offering, the intended use of funds, and the closing of the Offering. Forward-looking statements are necessarily based upon several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties, and uncertain capital markets. Readers are cautioned that actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.