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Turnium Technology Group Announces Final Closing of Unsecured Convertible Note Offering

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Vancouver, Canada--(Newsfile Corp. - January 17, 2025) - 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, including an AI-powered prospecting and lead generation platform, announces that it has closed the final tranche of its non-brokered private placement of unsecured convertible notes and has raised aggregate gross proceeds of C$1,173,000 (the "Financing").

The Final Tranche is for a total of C$449,000. The Notes bear interest at a rate of 15% per annum, will mature in 18 months of the issuance date and will be convertible, at the sole discretion of the holder, into units of the Company ("Units") at a conversion price of C$0.08 per Unit for the first 12 months and C$0.10 for the remaining term (the "Conversion Price"). Each Unit shall consist of one Common share (a "Common Share") and one Common share purchase warrant of the Company (the "Warrants"). Each Warrant is exercisable for a period of 2 years at C$0.10 and is subject to certain acceleration terms as noted in previous press release of December 18, 2024.

The Notes issued in connection with the fourth and final tranche Closing will mature on July 16, 2026.

The Company has entered into finder's fee agreements in accordance with securities laws and the policies of the TSXV (the "Finders"). Ventum Financial Corp. will be paid a cash finder's fee of C$4,830 and will be issued 60,375 finders warrants exercisable at $0.10 for a period of 2 years. In total, the Company has paid $37,480 in Cash and issued a total of 449,750 Finders warrants to qualified finders, in relation to the Financing.

The Company intends to use the net proceeds from the Financing for general corporate and working capital purposes.

The Final Tranche Notes will not be assignable, transferable or negotiable and will be subject to a statutory hold period expiring on May 18, 2025.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.