RMR Science Technologies Inc. Announces Conditional Approval of Qualifying Transaction, Approval of Filing Statement and the Filing of Amended & Restated Financial Statements

February 17, 2022 6:05 PM EST | Source: RMR Science Technologies Inc.

Vancouver, British Columbia--(Newsfile Corp. - February 17, 2022) - RMR Science Technologies Inc. (TSXV: RMS.P) ("RMR" or the "Company") is pleased to announce that RMR has received conditional approval (the "Conditional Approval") from the TSX Venture Exchange (the "TSXV") for RMR's proposed Qualifying Transaction (as such term is defined in TSXV Policy 2.4) with Turnium Technology Group, Inc. ("TTGI"). The Conditional Approval is valid for a 90 day period from February 14, 2022.

The TSXV also approved the filing of RMR's filing statement dated February 14, 2022 (the "Filing Statement"), prepared in connection with the Qualifying Transaction. Further information concerning RMR, 1333633 B.C. Ltd., a wholly-owned subsidiary of RMR ("Subco"), and the Qualifying Transaction is contained in the Filing Statement, which is available for review under RMR's SEDAR profile at www.sedar.com.

Subject to satisfaction of all conditions and approvals in accordance with the terms of the amalgamation agreement entered into among RMR, Subco and TTGI dated December 21, 2021, including final acceptance by the TSXV of the Qualifying Transaction and its approval of the listing of the Class "A" Common Shares of the combined entity (the "Resulting Issuer Shares") on the TSXV, the Qualifying Transaction is expected to close on or about March 25, 2022, or such other date as may be agreed upon by RMR and TTGI. Upon completion of the Qualifying Transaction, RMR expects the Resulting Issuer Shares to commence trading on the TSXV under the symbol "TTGI" on or about March 31, 2022.

Amended and Restated Interim Financial Statements

The Company also announces that it has refiled its interim financial statements for the three month period ended December 31, 2021 together with an amended corresponding management's discussion and analysis (collectively, the "Amended Financial Reports") as they have been restated to reflect certain adjustments resulting from a review by the Company's auditors.

The Company has amended and restated its unaudited consolidated financial statements for the following changes: (i) to restate the balance of Reserves as of December 31, 2021, (ii) to restate Share-based Compensation, (iii) to restate the Deficit; and (iv) to restate the Weighted Average Common Shares Outstanding - Basic and Diluted. The related Management's Discussion and Analysis for the three months ended December 31, 2021, which was filed on SEDAR on February 4, 2022, has also been revised to reflect the aforementioned restatement and is being refiled with the Amended Financial Statements.

The Amended Financial Reports are available under RMR's profile on SEDAR at www.sedar.com. Each of the Amended Financial Reports replace and supersede the respective previously filed original financial statements and related management discussion and analysis. Such previously filed original financial statements and management discussion and analyses should be disregarded.

About Turnium Technology Group Inc.

TTGI was formed under the Business Corporations Act (British Columbia) on October 1, 2020 by the amalgamation of five corporations (Multapplied Networks Inc. - incorporated in April 2012; Turnium Technology, Ltd. - incorporated in January 2017; Plait Networks Ltd. - incorporated in July 2016; MNI Investment Holdings Ltd. - incorporated in October 2012; and Turnium Technology Group Inc. - incorporated in February 2019). TTGI has clients in Canada, the USA, Mexico, Brazil, the UK, Germany, other parts of Europe, South Africa, the Middle East, Asia and Australia. TTGI delivers its software-defined wide area networking (SD-WAN) solution as a managed cloud-native service and as a licensed OEM white label software platform. Turnium's managed SD-WAN is available direct to enterprises and through its enterprise partner channel of Managed Service Providers and industry vertical specific Value-Added Resellers. Turnium's white-label SD-WAN software platform is available through a global Channel Partner program that enables Internet and Managed Service Providers and Telecommunications Service Providers to offer, host, and control their own branded SD-WAN offering quickly and easily. For more information, contact sales@ttgi.io.

About SD-WAN

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

About RMR Science Technologies Inc.

RMR is designated as a "Capital Pool Company" (as such term is defined in TSXV Policy 2.4). RMR has not commenced commercial operations and has no assets other than cash.

Exchange Advisory

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Qualifying 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 the CPC Policy.

For further information please contact:

Rob Hutchison, President
Telephone: 1 (604) 644-1232

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

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", "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 Qualifying Transaction, the listing of the Resulting Issuer Shares, and the terms, conditions and completion of the Qualifying Transaction. 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 the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company 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 Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ materially from those that are currently contemplated, and that the Qualifying Transaction and associated transactions will not be successfully complete for any reason (including failure to obtain the required approvals or clearances from regulatory authorities). The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the TSXV 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.

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/114160

info