RMR Science Technologies Inc., Turnium Technology Group, Inc. Provides Update on Recommended Business Combination with

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Vancouver, British Columbia–(Newsfile Corp. – April 8, 2022) – RMR Science Technologies Inc. (TSXV: RMS.P) (“RMR” or “Company”) is pleased to provide an update on the arm. A long-term business combination of RMR and Turnium Technology Group, Inc. (“Turnium”), accordingly, RMR will purchase all of Turnium’s issued and outstanding securities (“Transaction”). Upon completion, the Transaction will constitute a reverse acquisition of RMR by Turnium, which will constitute RMR’s ​​”Qualified Transaction” under TSX Venture Exchange’s Policy 2.4 – Capital Pooling Companies, and the resulting company will be named “Turnium Technology Group Inc.” ( “Conclusive”).

Custom Placement

In connection with the completion of the transaction, on April 8, 2022, Turnium completed the sale of (i) 2,764,984 subscription receipts (“Subscription Receipts”) through the broker at a price for a total gross proceeds of C$1.54 million. C$0.56 per Subscription Receipt (“Agent Offer”); and (ii) the direct sale of 3,145,643 Subscription Receipts for a total gross revenue of C$1.76 million for a total gross revenue of C$0.56 per Subscription Receipt (“Non-Agent Offer” and collectively with the Brokered Offer) , “Custom Placement”). Subscription Receipts are subsidized by the Canadian Computershare Trust Company, RMR, Turnium, Eight Capital and Canaccord Genuity Corp as subscription receipt agents. Representatives (as defined below). Each Subscription Receipt will automatically be converted into a Turnium unit consisting of one Turnium common share and half of one Turnium common share (each, a “Turnium Unit”) upon fulfillment of certain escrow release conditions set forth in the Subscription Receipt Agreement. a share purchase order (each guarantee is a “Turnium Warrant”). Each Turnium Warrant will entitle its holder to purchase one common share of Turnium at C$0.75 per Turnium common share on or before April 8, 2024.

Eight Capital and Canaccord Genuity Corp., Echelon Wealth Partners Inc. and iA Private Wealth Inc. (collectively, “Agents”) for an agents syndicate, acting as joint lead agents in accordance with the terms of an agency agreement between Turnium. , RMR and Agents (“Agent Agreement”). In accordance with the terms of the Agent Agreement, Agents (A) receive a cash commission equal to (i) 7.0% of the total gross revenue of the Brokerage Offer from subscribers on a chairman’s list plus (ii) subscribers on a chairman’s list, for their services in connection with the Brokered Offer. 3.5% of the gross revenue of the Brokerage Offer received (“Cash Commission”) and (B) the warrant of such number of agents (“Indemnification Options”) equal to (i) the Chairman’s List issued under the Brokerage Offer excluding Subscription Receipts issued to subscribers 7.0% of the total number of Subscription Receipts and (ii) the chairman’s list of subscribers. Each Indemnity Option can be exercised in the form of a Turnium Unit with a strike price equal to C$0.56 on or before April 8, 2024. In addition, Turnium paid Agents an advisory fee consisting of cash out and the issuance of 52,000 Indemnity Options.

Gross proceeds from Private Placement (50% of Cash Commission and Advisory fee and Agents’ expenses related to Private Placement) are currently held in escrow by Computershare Trust Company of Canada until certain escrow release conditions are met. As set forth in the Subscription Receipt Agreement, including confirmation of fulfillment of all conditions prior to the transaction.

Debt Conversion

In addition to completing the Private Placement, $1 million of Turnium’s principal convertible notes were converted into Turnium common stock at a price of $0.48 per common share.

Debt Extension

Turnium has also reached an agreement with a secured lender to extend the principal payment of $850,000 under a $1,850,000 term loan to May 31, 2023.

Turnium CFO Juliet Jones said, “We are delighted to have the support of our shareholders and lenders in closing the Private Placement and renegotiating our debt. Their support has given us the opportunity to focus on completing our current business plan and building our own market presence.”

Turnium Technology Group Inc.

Turnium Technology Group, Inc. offers its software-defined wide area network (SD-WAN) solution as a white-label, containerized, unbundled software platform and managed cloud-native service that partners host, manage, brand and price. . Turnium SD-WAN is available through a channel partner program designed for Telecommunications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.

About SD-WAN

SD-WAN is revolutionizing the networking and telecommunications industry by abstracting secure, high-speed networking and network control from basic physical circuits. SD-WAN frees enterprises, small-to-medium businesses, cloud and managed service providers from the business and cost constraints imposed by traditional telecommunications companies.

RMR Science Technologies Inc.

RMR is designated as a Capital Pooling Company under Exchange Policy 2.4. RMR has not started trading and has no assets other than cash. The purpose of RMR is to identify and evaluate businesses or assets in order to complete a qualifying transaction (“QT”). Any proposed QT must be approved by the Exchange.

More information

All information contained in this newsletter regarding Turnium and RMR has been provided by the relevant party for inclusion here without independent review by the other party, and each party and its directors and officers have relied on the other party for any information by the relevant party. other side.

Completion of the transaction is subject to a number of conditions, including but not limited to TSXV acceptance. There is no guarantee that the transaction will be completed as proposed or at all. Investors are cautioned that any information disclosed or received in connection with the Transaction, other than as disclosed in the February 14, 2022 filing statement, may not be accurate or complete and should not be relied upon.

TSXV made no mention of the merits of the Transaction and neither endorsed nor disapproved of the contents of this press release.

Trading of RMR securities has been discontinued and is expected to remain discontinued in accordance with the requirements of TSXV Policy 2.4.

The securities are not and shall not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States without a valid exemption from the registration or registration requirement. This press release will not constitute an offer or solicitation to sell or sale of securities in any jurisdiction where such offer, solicitation or sale would be illegal.

For more information, please contact:
Rob Hutchison, President
Phone: 1 (604) 644-1232

ATTENTION NOTES

Neither the TSX Venture Exchange nor the Regulatory Services Provider (as this term is defined in the TSXV policies) take responsibility for the adequacy or accuracy of this publication.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. In general, forward-looking information can be described using forward-looking terminology such as “plans”, “expected” or “not expected”, “expected”, “budget”, “planned”, “forecast”. “guesses”, “intends”, “estimates” or “does not guess” or “believes” or variations of such words or phrases or indicates that certain actions, events or results “may”, “happen”, “will”. , “could” or “can be”, “could” or “obtainable”. Forward-looking information in this press release may include, without limitation, statements regarding the completion of the Transaction, the conditions under which the Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals, the satisfaction of certain trusts. Release conditions in connection with the closing of the Transaction, the terms, conditions and completion of the Transaction and other factors. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause the actual results, level of activity, performance or achievements of RMR or Turnium, as the case may be, to differ materially from those expressed or implied. with such forward-looking information. While RMR or Turnium attempts to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that could cause results not to be as expected, estimated or intended. Since actual results and future events may differ materially from those projected in such statements, no guarantee can be given that such information will substantiate its accuracy. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those envisaged in these statements, depending, inter alia, on the risks of the parties’ discontinuation of the Transaction and related transactions; It is currently contemplated that the Transaction and related transactions will not be completed successfully for any reason (including failure to obtain necessary approvals or permissions from regulatory authorities). RMR does not undertake to update any forward-looking information unless it complies with applicable securities laws.

NOT FOR DISTRIBUTION OR PUBLICATION IN THE USA NEWS SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/119906

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