/THIS NEWS RELEASE IS NOT FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, BC, July 13,
2023 /CNW/ - Turnium Technology Group, Inc. (TSXV:
TTGI), (the "Company", or "Turnium"), has entered
into an agreement with Canaccord Genuity Corp. ("Canaccord"
or the "Lead Agent"), dated July
12th, 2023, to act as lead agent and sole
bookrunner on behalf of a syndicate of agents (collectively, the
"Agents") to assist the Company in selling on a commercially
reasonable efforts private placement basis under the Listed Issuer
Financing Exemption (as defined herein), units of the Company
(each, a "Unit") at a price per Unit to be determined in the
context of the market (the "Issue Price") for gross proceeds
of up to C$3,500,000 (the
"Offering").
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 to be
determined in the context of the market, 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. There is an offering document (the "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
Offering Document before making an investment decision.
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
July 28, 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 trough a channel partner program designed for
Communications Service Providers, Internet and Managed Service
Providers, System Integrators, and Value-Added Resellers.
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.
Forward-Looking Information
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.
SOURCE Turnium Technology Group, Inc.
