February 4, 2023


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RMR Science Technologies Inc. Presents Update on Proposed Small business Mix with Turnium Know-how Group, Inc.

Vancouver, British Columbia–(Newsfile Corp. – April 8, 2022) – RMR Science Technologies Inc. (TSXV: RMS.P) (“RMR” or the “Enterprise”) is pleased to supply an update with regard to the arm’s duration company mixture of RMR and Turnium Technologies Group, Inc. (“Turnium”), pursuant to which RMR will purchase all of the issued and superb securities of Turnium (the “Transaction”). Upon completion, the Transaction will represent a reverse choose-more than of RMR by Turnium which will constitute RMR’s “Qualifying Transaction” less than Coverage 2.4 – Funds Pool Companies of the TSX Undertaking Exchange, with the resulting enterprise to be renamed “Turnium Technological know-how Team Inc.” (the “Resulting Issuer”).

Non-public Placement

In link with the completion of the Transaction, on April 8, 2022, Turnium done a private placement of: (i) the brokered sale of 2,764,984 membership receipts (the “Membership Receipts”) for aggregate gross proceeds of C$1.54 million at a rate of C$.56 for each Subscription Receipt (the “Brokered Offering”) and (ii) the non-brokered sale of 3,145,643 Membership Receipts for mixture gross proceeds of C$1.76 million at a rate of C$.56 per Membership Receipt (the “Non-Brokered Providing”, and collectively, with the Brokered Featuring, the “Private Placement”). The Membership Receipts were being made and issued pursuant to the terms of a subscription receipt arrangement (the “Subscription Receipt Settlement”) between Computershare Rely on Enterprise of Canada, as subscription receipt agent, RMR, Turnium, Eight Money and Canaccord Genuity Corp., on behalf of the Brokers (as defined under). Each and every Membership Receipt will be automatically converted on the fulfillment of specific escrow release ailments set forth in the Subscription Receipt Arrangement, into a Turnium unit (every single, a “Turnium Device”) comprised of one particular Turnium frequent share and 1-half of a single Turnium common share obtain warrant (each individual complete warrant, a “Turnium Warrant”). Every Turnium Warrant will entitle the holder thereof to buy a single frequent share of Turnium at a cost of C$.75 for each Turnium widespread share on or in advance of April 8, 2024.

Eight Money and Canaccord Genuity Corp. acted as co-guide brokers for a syndicate of agents, which provided Echelon Prosperity Partners Inc. and iA Non-public Wealth Inc. (collectively, the “Agents”) pursuant to the phrases of an company agreement among Turnium, RMR and the Agents (the “Agency Agreement”). Pursuant to the terms of the Company Arrangement, in thing to consider for their solutions in link with the Brokered Presenting, the Agents received (A) a income commission equivalent to: (i) 7.% of the combination gross proceeds of the Brokered Providing excluding proceeds from subscribers on a president’s listing plus (ii) 3.5% of the gross proceeds of the Brokered Supplying from subscribers on a president’s checklist (the “Hard cash Fee”), and (B) these quantity of agents’ warrants (the “Compensation Choices”) as is equal to: (i) 7.% of the combination number of Membership Receipts issued under the Brokered Presenting excluding Subscription Receipts issued to president’s checklist subscribers and (ii) 3.% of the mixture number of Subscription Receipts issued less than the Brokered Supplying to president’s list subscribers. Every single Compensation Selection is exercisable into one particular Turnium Device at an exercising value equal to C$.56 on or before April 8, 2024. In addition, Turnium compensated the Agents an advisory charge comprised of a dollars payment and the issuance of 52,000 Compensation Possibilities.

The gross proceeds from the Personal Placement (considerably less 50% of the Cash Commission and advisory charge and the Agents’ fees in relation to the Non-public Placement) are now remaining held in escrow by Computershare Believe in Business of Canada right until the pleasure of particular escrow launch situations as established out in the Subscription Receipt Agreement, together with confirmation that all situations precedent to the Transaction have been satisfied.

Debt Conversion

In addition to completing the Personal Placement, Turnium’s convertible promissory take note in the principal sum of $1 million has been converted into Turnium popular shares at a value of $.48 per frequent share.

Credit card debt Extension

Turnium has also reached an arrangement with a secured loan company to lengthen the day for a payment of principal in the amount of money of $850,000 below a $1,850,000 expression mortgage to Might 31, 2023.

Turnium CFO Juliet Jones stated, “We are incredibly delighted to have the aid of our shareholders and loan companies in closing the Non-public Placement and in renegotiating our credit card debt. Their guidance has delivered us with the option to entire our present-day business enterprise strategy and aim on constructing our current market presence.”

About Turnium Know-how Team Inc.

Turnium Engineering Group, Inc. delivers its computer software-outlined large space networking (SD-WAN) resolution as a white label, containerized, disaggregated program platform that channel companions host, deal with, manufacturer, and price tag, and as a managed cloud-indigenous services. Turnium SD-WAN is out there by means of a channel spouse method built for Telecommunications Provider Companies, World-wide-web and Managed Services Providers, System Integrators, and Worth-Included Resellers.

About SD-WAN

SD-WAN is revolutionizing the networking and telecommunications market by abstracting protected, significant-velocity networking and network control from underlying bodily circuits. SD-WAN frees enterprises, tiny-medium companies, cloud and managed providers providers from the company and value constraints imposed by standard telecommunications organizations.

About RMR Science Technologies Inc.

RMR is specified as a Cash Pool Corporation under Trade Coverage 2.4. RMR has not commenced professional operations and has no assets other than dollars. RMR’s objective is to identify and assess companies or assets with a watch to completing a qualifying transaction (“QT”). Any proposed QT will have to be permitted by the Exchange.

More Information

All information contained in this information launch with respect to Turnium and RMR was equipped by the respective social gathering, for inclusion herein, without having impartial review by the other get together, and every single celebration and its directors and officers have relied on the other social gathering for any information and facts regarding the other get together.

Completion of the Transaction is issue to a variety of ailments, together with but not constrained to, TSXV acceptance. There can be no assurance that the Transaction will be concluded as proposed or at all. Traders are cautioned that, other than as disclosed in the February 14, 2022 filing statement in relationship with the Transaction, any info released or acquired with respect to the Transaction may not be precise or comprehensive and really should not be relied on.

The TSXV has in no way passed on the merits of the Transaction and has neither authorized nor disapproved the contents of this press release.

Investing in the securities of RMR has been halted and is envisioned to continue to be halted in accordance with the demands of TSXV Coverage 2.4.

The securities have not been and will not be registered less than the United States Securities Act of 1933, as amended and may perhaps not be offered or offered in the United States absent registration or an applicable exemption from the registration need. This press launch shall not represent an give to promote or the solicitation of an present to acquire nor shall there be any sale of the securities in any jurisdiction in which this sort of provide, solicitation or sale would be unlawful.

For more facts make sure you get in touch with:
Rob Hutchison, President
Telephone: 1 (604) 644-1232


Neither the TSX Undertaking Exchange nor its Regulation Companies Provider (as that expression is defined in the insurance policies of the TSXV) accepts duty for the adequacy or precision of this launch.

Ahead-Looking Info

This push release incorporates “ahead-hunting info” inside of the meaning of applicable Canadian securities legislation. Typically, forward-seeking details can be identified by the use of forward-seeking terminology this sort of as “programs”, “expects” or “does not assume”, “is envisioned”, “funds”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not foresee”, or “thinks”, or variants of these kinds of words and phrases and phrases or point out that particular acts, functions or success “may”, “could”, “would”, “may possibly” or “will be taken”, “happen” or “be realized”. Ahead-seeking data in this press launch may well include, without the need of limitation, statements with regard to the completion of the Transaction, the phrases on which the Transaction are meant to be concluded, the capacity to attain regulatory and shareholder approvals, the satisfaction of particular escrow launch disorders in connection with the closing of the Transaction, the terms, disorders and completion of the Transaction and other factors. Ahead-looking info is topic to acknowledged and unfamiliar threats, uncertainties and other components that may induce the precise results, degree of activity, functionality or achievements of RMR or Turnium, as the circumstance may well be, to be materially unique from these expressed or implied by these types of forward-seeking details. Even though RMR or Turnium has tried to detect essential variables that could trigger real effects to vary materially from individuals contained in forward-wanting info, there might be other factors that cause success not to be as predicted, believed or intended. There can be no assurance that these kinds of facts will verify to be precise, as true outcomes and long term activities could differ materially from all those anticipated in these types of statements. Accordingly, audience ought to not place undue reliance on ahead-on the lookout facts. True results and developments may differ materially from all those contemplated by these statements relying on, among the other points, the threats that the parties will not commence with the Transaction and linked transactions, that the ultimate phrases of the Transaction and related transactions will differ materially from individuals that are at the moment contemplated, and that the Transaction, and involved transactions will not be successfully finish for any reason (together with failure to get hold of the necessary approvals or clearances from regulatory authorities). RMR does not undertake to update any ahead-hunting information, other than in accordance with relevant securities regulations.


To look at the resource variation of this press launch, please visit https://www.newsfilecorp.com/release/119906