Turnium Technology Group Inc. announced a non-brokered private placement of unsecured convertible notes for aggregate gross proceeds of up to CAD 1,000,000 on April 17, 2023. The notes will mature on the date which is three years from the closing date. The notes shall bear interest at a rate of 12% per annum from the date of issue, payable semi-annually in arrears in cash on June 30 and December 31 of each year.

The first interest payment shall be on June 30, 2023, for the period from the issue date of the notes to June 30, 2023. Subject to the approval of the TSX Venture Exchange, the notes will be convertible, at the sole discretion of the company, into units of the company at a conversion price of CAD 0.16 per unit. Each unit shall consist of one common share and one-half of one common share purchase.

Each warrant entitles the holder thereof to acquire one common share at CAD 0.16 per warrant share for a period of 36 months following the closing date of the offering, subject to adjustment in certain customary events. The notes will be unsecured obligations of the company and shall rank pari passu in right of payment of principal and interest with all other notes issued under the offering and all previously existing and future unsecured indebtedness of the company. The notes will not be assignable, transferable, or negotiable.

The notes, and any securities into which they may be exchanged or converted, will be subject to resale restrictions imposed by applicable securities laws, including a statutory hold period expiring four months and one day from the closing date. The offering is subject to the approval of the TSXV and subject to regulatory approval.