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Turnium Technology Group Inc. Announces Closing of Acquisition of Claratti Pty Ltd (Formerly, Claratti Limited) and Concurrent Non-Brokered Private Placement
Vancouver, Canada--(Newsfile Corp. - August 22, 2024) - Turnium Technology Group Inc. (TSXV: TTGI...
About this update from Turnium Technology Group Inc Class A
[{"type":"text","content":"Turnium Technology Group Inc. Announces Closing of Acquisition of Claratti Pty Ltd (Formerly, Claratti Limited) and Concurrent Non-Brokered Private PlacementVancouver, Canada--(Newsfile Corp. - August 22, 2024) - Turnium Technology Group Inc. (TSXV: TTGI) (FSE: E48) (\"Turnium\" or the \"Company\"), an industry leader in software-defined wide area networking (SD-WAN) solutions, further to its news releases dated February 28, 2024 and May 30, 2024, announces that it has completed its acquisition (the \"Acquisition\") of 100% of the issued and outstanding securities of Claratti Pty Ltd (formerly, Claratti Limited) (\"Claratti\"). The Acquisition was completed pursuant to a definitive share purchase agreement dated May 30, 2024 (the \"Share Purchase Agreement\") with Claratti and each of the securityholders of Claratti (the \"Vendors\"). Certain non-material terms of the Share Purchase Agreement were amended pursuant to an amending agreement between the Company and Claratti dated July 26, 2024 and a second amending agreement between the Company and Claratti dated as of August 22, 2024. As a result of the Acquisition, Claratti is now a wholly owned subsidiary of Turnium.In connection with the Acquisition, the Company has issued to the Vendors 40,000,000 Class A Common shares in the capital of the Company (\"Consideration Shares\") at a deemed price of CAD$0.15 per Consideration Share. The Consideration Shares are subject to a four-month hold period under applicable securities laws expiring on December 23, 2024, along with a contractual resale restriction (the \"Contractual Hold Period\"), such that: (i) 25% of the issuable Consideration Shares are not subject to the Contractual Hold Period as of the completion of the Acquisition;(ii) 25% of the issuable Consideration Shares will be released from the Contractual Hold Period on the February 22, 2025;(iii) 25% of the issuable Consideration Shares will be released from the Contractual Hold Period on August 22, 2025; and (iv) the final 25% of the issuable Consideration Shares will be released from the Contractual Hold Period on February 22, 2026.The Consideration Shares issued to certain Vendors who will become directors, officers or shareholders holding 10% or more of the issued and outstanding shares of the Company on a post-Acquisition basis will be subject to the TSX Venture Exchange...