Vancouver, British Columbia--(Newsfile Corp. - March 2, 2026) - Turnium Technology Group Inc. (TSXV: TTGI) (FSE: E48) ("Turnium" or "the Company"), a global leader in Technology-as-a-Service (TaaS) and partner enablement services, is pleased to announce that the Company and its subsidiary, Tenacious Networks Inc. ("TNET"), have entered into a definitive asset purchase agreement (the "APA") dated February 27, 2026 with Tenacious Services Inc. (the "Purchaser") to sell the business carried on by TNET of providing information technologies consulting, support, service delivery, equipment, managed services, Microsoft licensing and hosted voice services in British Columbia and parts of the USA (the "TNET Division") to the Purchaser (the "Transaction").
The Company originally purchased the TNET Division from the Purchaser and another entity, Thinsolution Inc., in February 2021. As the Company's business has evolved, it has classified its TNET Division as a discontinued operation under IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations in Note 27 to its audited financial statements for the year ended September 30, 2025, a copy of which is available under the Company's SEDAR+ profile at www.sedarplus.ca.
By entering into the APA with the Purchaser, the Company is able to dispose of the TNET Division to continue with its current strategy of focusing on scalable, partner-led Technology-as-a-Service solutions and progressing the recently closed acquisition of Insentra, which is expected to further accelerate Turnium's transition toward a 100% partner-led, wholesale global business model. Providing that the TNET Division, under the ownership of the Purchaser, will be operated by Aaron Patton, the sole shareholder of the Purchaser, who has been operating the TNET Division as its President through a services agreement since the Company originally acquired it in February 2021.
"On behalf of Turnium, I want to express my sincere gratitude to Tenacious and to Aaron Patton for their commitment and stewardship of the TNET Division over the past several years," said Doug Childress, Chief Executive Officer of Turnium. "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 and the next phase of our evolution post the closing of the Insentra acquisition."
The Transaction constitutes a non-arm's length transaction within the meaning of the policies of the TSXV, given that Aaron Patton is the sole shareholder of the Purchaser and also the President of the TNET Division. As a result, the completion of the Transaction is subject to the approval of the TSXV. No finder's fees are payable in connection with the Transaction. Both the Purchaser and Aaron Patton are not a "related party" to the Company as defined under MI 61-101 as Aaron Patton is not a director or officer of the Company and the Purchaser owns less than 2% of the outstanding common shares of the Company. No current director or officer of the Company has any direct or indirect beneficial interests in Tenacious Services Inc. or in the proposed Transaction other than as acting as a director or officer of the Company.
Pursuant to the APA, Purchaser will acquire substantially all of the assets and contractual commitments of the TNET Division and assume their related liabilities at the closing and thereafter. The Company believes that the residual assets and liabilities that will remain with TNET will not be material, and the Company anticipates that it will wind up the operations of TNET in due course during its fiscal year for 2026.
The consideration payable by the Purchaser to TNET and the Company is:
settlement in full, by way of release and discharge, any and all obligations of the Company and TNET to Purchaser, including but not limited to the outstanding indebtedness of $197,257.21 for principal and accrued interest under the original indebtedness owed by the Company to the Purchaser relating to the original purchase by the Company of the TNET Division from the Purchaser in February 2021;
the assignment of 3,171,958 common shares in the capital of the Company (the "Original Consideration Shares") to TNET, which shares were originally issued to the Purchaser by the Company in connection with the original purchase by the Company of the TNET Division from the Purchaser in February 2021; and
$13,727.83 to TNET in connection with certain termination fees for previously leased premises relating to the TNET Division.
No securities will be issued by the Company pursuant to the Transaction, and the Original Consideration Shares assigned to TNET shall thereafter be assigned to the Company and returned to treasury for cancellation. The acquisition of the Original Consideration Shares qualifies as an "Exempt Issuer Bid" under Section 4.7 of NI 62-104 as (i) the Original Consideration Shares are beneficially owned by Aaron Patton, who is the current President of TNET through a services agreement between the Company and the Purchaser; (ii) the value ascribed to the Original Consideration Shares is $285,476.22, being the market value at the execution of the APA); and (iii) the Original Consideration Shares will not exceed 5% of the common share of the Company; (iv) the Company has not relied upon this exemption for the last 12 months prior to the Transaction.
The TSXV has conditionally accepted the Transaction, and the completion of the Transaction remains subject to customary closing conditions, including the final approval of the TSXV.
About Turnium Technology Group Inc.
Turnium acquires companies that complement its Technology-as-a-Service (TaaS) strategy, integrates them to generate efficiencies, and delivers their solutions through a global, partner-led program to customers worldwide. Turnium's mission is to provide IT providers with a complete, white-labelled portfolio of business technology solutions, enabling them to quickly add new services in response to customer demand.
In essence, Turnium is building a TaaS platform that incorporates all the services, platforms, and capabilities that ISPs, MSPs, IT Providers, VoIP/UCaaS, CCaaS, or Cloud Providers might need. Additionally, Turnium provides deployment resources, hardware, delivery, support, and marketing and sales enablement to help partners go to market quickly and deliver exceptional quality.
Turnium delivers secure, cost-effective, uninterrupted, and scalable global IT solutions to its partners and their end-customers-because "Connectivity Matters."
For more information, contact sales@ttgi.io, visit www.ttgi.io or follow us on X @turnium.
Turnium Contact:
Investor Relations: Bill Mitoulas
Email: investor.relations@ttgi.io
Telephone: +1 416-479-9547
Media inquiries: please email media@ttgi.io
Sales inquiries: please email sales@ttgi.io
www.ttgi.io, www.turnium.com, www.claratti.com
CAUTIONARY NOTES
Neither the TSXV 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.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Such statements include, among others, statements regarding the Transaction and the terms and consideration payable thereunder, the issuance of securities based compensation and the amounts and terms thereof, the receipt of TSXV approvals, whether Turnium or its business will derive any benefit from the Transaction, Turnium's business and technology, Insentra's business and technology, Insentra's financial data and revenue, and Turnium's expectations, business, projections, operations and growth in connection with the Transaction.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the Company and Insentra will not reach a definitive agreement with respect to the transaction, or that the transaction will not be successfully completed for any reason (including failure to obtain the required acceptance from the TSXV). The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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Source: Turnium Technology Group Inc.
