Turnium Technology Group Announces Private Placement and Debt Settlement

Turnium Technology Group Inc. (TSXV: TTGI) (FSE: E48) ("TTGI" or the "Company"), a global provider of Technology-as-a-Service (TaaS) solutions and channel-only IT services, has announced plans to raise up to C$3,500,000 through a non-brokered private placement of units. The company also intends to settle up to $2,000,000 of outstanding indebtedness through shares-for-debt transactions.

Under the terms of the non-brokered private placement, TTGI plans to issue up to 116,700,000 units (each a "Unit") at a subscription price of C$0.03 per Unit. Each Unit will consist of one common share (each a "Unit Share") and one common share purchase warrant (each a "Warrant"). The warrants will entitle the holder to purchase one common share in the capital of the Company at an exercise price of C$0.05 per common share, for a period of three years from the date of issuance.

The company intends to use the net proceeds from the Offering to retire certain debt facilities and for working capital purposes related to several cost-cutting and growth initiatives, including strategic partnerships and sales and marketing efforts. The shares-for-debt transactions will involve the issuance of up to 66,700,000 Units at a deemed price of C$0.03 per Unit. The Units issued in settlement of the Debt will be subject to a hold period of four months and one day from the date of issuance.

Completion of the Offering is subject to the approval of the TSX Venture Exchange (the "TSXV"). The Units will be issued pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 - Prospectus Exemptions. The Offering may close in multiple tranches and is anticipated to be completed on or around October 30, 2026.

The company believes that the Debt Settlements are a prudent measure to preserve its cash reserves and strengthen its balance sheet by improving its working capital position. Insiders may participate in the Offering, and details of any insider participation will be announced at a later date, as applicable. In connection with the Offering, the company may pay finder's fees of up to 7% in cash and 7% in finders' warrants to eligible finders, as permitted by the policies of the TSXV.

The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with an exemption from such registration requirements.