Vancouver, British Columbia–(Newsfile Corp. – April 8, 2022) – RMR Science Technologies Inc. (TSXV: RMS.P) (“RMR” or the “Company”) is pleased to provide an update with respect to the arm’s length business combination of RMR and Turnium Technology Group, Inc. (“Turnium”), pursuant to which RMR will acquire all of the issued and outstanding securities of Turnium (the “Transaction”). Upon completion, the Transaction will constitute a reverse take-over of RMR by Turnium which will constitute RMR’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange, with the resulting company to be renamed “Turnium Technology Group Inc.” (the “Resulting Issuer”).
In connection with the completion of the Transaction, on April 8, 2022, Turnium completed a private placement of: (i) the brokered sale of 2,764,984 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of C$1.54 million at a price of C$0.56 per Subscription Receipt (the “Brokered Offering”); and (ii) the non-brokered sale of 3,145,643 Subscription Receipts for aggregate gross proceeds of C$1.76 million at a price of C$0.56 per Subscription Receipt (the “Non-Brokered Offering”, and collectively, with the Brokered Offering, the “Private Placement”). The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) between Computershare Trust Company of Canada, as subscription receipt agent, RMR, Turnium, Eight Capital and Canaccord Genuity Corp., on behalf of the Agents (as defined below). Each Subscription Receipt will be automatically converted on the satisfaction of certain escrow release conditions set forth in the Subscription Receipt Agreement, into a Turnium unit (each, a “Turnium Unit”) comprised of one Turnium common share and one-half of one Turnium common share purchase warrant (each whole warrant, a “Turnium Warrant”). Each Turnium Warrant will entitle the holder thereof to purchase one common share of Turnium at a price of C$0.75 per Turnium common share on or before April 8, 2024.
Eight Capital and Canaccord Genuity Corp. acted as co-lead agents for a syndicate of agents, which included Echelon Wealth Partners Inc. and iA Private Wealth Inc. (collectively, the “Agents”) pursuant to the terms of an agency agreement between Turnium, RMR and the Agents (the “Agency Agreement”). Pursuant to the terms of the Agency Agreement, in consideration for their services in connection with the Brokered Offering, the Agents received (A) a cash commission equal to: (i) 7.0% of the aggregate gross proceeds of the Brokered Offering excluding proceeds from subscribers on a president’s list plus (ii) 3.5% of the gross proceeds of the Brokered Offering from subscribers on a president’s list (the “Cash Commission”), and (B) such number of agents’ warrants (the “Compensation Options”) as is equal to: (i) 7.0% of the aggregate number of Subscription Receipts issued under the Brokered Offering excluding Subscription Receipts issued to president’s list subscribers and (ii) 3.0% of the aggregate number of Subscription Receipts issued under the Brokered Offering to president’s list subscribers. Each Compensation Option is exercisable into one Turnium Unit at an exercise price equal to C$0.56 on or before April 8, 2024. In addition, Turnium paid the Agents an advisory fee comprised of a cash payment and the issuance of 52,000 Compensation Options.
The gross proceeds from the Private Placement (less 50% of the Cash Commission and advisory fee and the Agents’ expenses in relation to the Private Placement) are currently being held in escrow by Computershare Trust Company of Canada until the satisfaction of certain escrow release conditions as set out in the Subscription Receipt Agreement, including confirmation that all conditions precedent to the Transaction have been satisfied.
In addition to completing the Private Placement, Turnium’s convertible promissory note in the principal amount of $1 million has been converted into Turnium common shares at a price of $0.48 per common share.
Turnium has also reached an agreement with a secured lender to extend the date for a payment of principal in the amount of $850,000 under a $1,850,000 term loan to May 31, 2023.
Turnium CFO Juliet Jones stated, “We are very pleased to have the support of our shareholders and lenders in closing the Private Placement and in renegotiating our debt. Their support has provided us with the opportunity to complete our current business plan and focus on building our market presence.”
About Turnium Technology Group Inc.
Turnium Technology Group, Inc. delivers its software-defined wide area networking (SD-WAN) solution as a white label, containerized, disaggregated software platform that channel partners host, manage, brand, and price, and as a managed cloud-native service. 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.
SD-WAN is revolutionizing the networking and telecommunications industry by abstracting secure, high-speed networking and network control from underlying physical circuits. SD-WAN frees enterprises, small-medium businesses, cloud and managed services providers from the business and cost constraints imposed by traditional telecommunications companies.
About RMR Science Technologies Inc.
RMR is designated as a Capital Pool Company under Exchange Policy 2.4. RMR has not commenced commercial operations and has no assets other than cash. RMR’s objective is to identify and evaluate businesses or assets with a view to completing a qualifying transaction (“QT”). Any proposed QT must be approved by the Exchange.
All information contained in this news release with respect to Turnium and RMR was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the February 14, 2022 filing statement in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Trading in the securities of RMR has been halted and is expected to remain halted in accordance with the requirements of TSXV Policy 2.4.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information please contact:
Rob Hutchison, President
Telephone: 1 (604) 644-1232
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information in this press release may include, without limitation, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the ability to obtain regulatory and shareholder approvals, the satisfaction of certain escrow 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 may cause the actual results, level of activity, performance or achievements of RMR or Turnium, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although RMR or Turnium has attempted 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 cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the ultimate terms of the Transaction and associated transactions will differ materially from those that are currently contemplated, and that the Transaction, and associated transactions will not be successfully complete for any reason (including failure to obtain the required approvals or clearances from regulatory authorities). RMR does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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