Turnium Announces Proposed Acquisition of Assets of Insentra Holdings

• With the closing of the Transaction, Insentra is expected to provide increased revenues, over 200 new indirect channel partners, increased technical and operational resources and a strong leadership team
• The acquisition continues Turnium's transformation to a Channel-first model

Vancouver, Canada--(Newsfile Corp. - November 10, 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, is pleased to announce that it has entered into a non-binding Letter of Intent ("LOI") dated November 9, 2025 with Insentra Management Services Pty Ltd on behalf of Insentra Holdings Pty Ltd. to acquire substantially all the assets of Insentra Holdings Pty Ltd. and certain affiliated entities in the United States and the United Kingdom (collectively, "Insentra").

Insentra is a private company incorporated under the laws of Australia, specialising in providing Advisory, Professional, Artificial Intelligence and managed IT services and solutions to businesses by exclusively partnering with IT providers. Insentra is headquartered in Sydney, Australia and serves clients globally.

Pursuant to the LOI, the Company will acquire (the "Transaction") all the assets, divisions, intellectual property, trade names, domains, applications (including those under development) and customer contracts of Insentra (the "Assets") together with all employee entitlements including annual leave and long service leave for certain employees and free and clear of certain pre-existing debts and liabilities, in exchange for the following, payable to shareholders of Insentra (the "Sellers"):

• a closing purchase price of approximately C$5,728,344 (the "Purchase Price"), comprised of:

  • C$2,144,344 payable through the issuance of 10,721,720 common shares in the capital of the Company (the "Common Shares") at a deemed price of C$0.20 per Common Share (the "Consideration Shares"); and

  • Total cash consideration in the aggregate amount of C$3,584,000, as follows: (A) C$2,000,000 payable at closing; and (B) an additional C$1,584,000 in the form of a vendor take-back loan from Insentra, which will be payable in 20 monthly instalments following closing with interest. The interest rates payable will be set at 2% above the Royal Bank of Canada's prime lending rate, per annum, and will track such rate until the final payment is made. In the event of any uncured defaults on any payments, Turnium will pay an additional default interest on the outstanding balance (including accrued interest) at a rate of 1.25% per month on all overdue amounts.