RMR Science Technologies Inc. Provides Update on Proposed Business Combination with Turnium Technology Group, Inc
Vancouver, British Columbia--(Newsfile Corp. - May 12, 2022) - RMR Science Technologies Inc. (TSXV: RMS.P) ("RMR" or the "Company") provides 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 (the "TSXV"), 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 subscription receipts ("Subscription Receipts") for aggregate gross proceeds of C$3.31 million at a price of C$0.56 per Subscription Receipt (the "Private Placement"). Immediately prior to the closing of the Transaction, each Subscription Receipt will be automatically converted on the satisfaction of certain escrow release conditions, 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 common share on or before April 8, 2024. Further discussion regarding the Private Placement can be found in RMR's news release dated April 8, 2022.
The TSXV has conditionally accepted the Transaction for filing, but has requested an update to the disclosure of the Private Placement in the Company's Filing Statement dated February 14, 2022. Accordingly, RMR and Turnium are preparing an amended and restated Filing Statement (the "Amended Filing Statement") and anticipate that the Amended Filing Statement will be filed with the TSXV in late May or early June.
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, final acceptance by the TSXV. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Amended Filing Statement to be filed 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.
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 final TSXV approval, the satisfaction of certain escrow release conditions in connection with the closing of the Transaction, the filing of the Amended Filing Statement, 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 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 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). The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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