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Vancouver, British Columbia–(Newsfile Corp. – June 15, 2022) – RMR Science Technologies Inc. (TSXV: RMS.P) (“RMR” or the “Company“) is pleased to announce that it has received conditional approval (the “Conditional Approval“) from the TSX Venture Exchange (the “TSXV“) for RMR’s “Qualifying Transaction”, as such term is defined in TSXV Policy 2.4 (“Policy 2.4“). The Conditional Approval is valid for a 90 day period from June 8, 2022.

Subject to satisfaction of all conditions and approvals in accordance with the terms of the amalgamation agreement entered into among RMR, 1333633 B.C. Ltd., a wholly owned subsidiary of RMR (“Subco“), and Turnium Technology Group, Inc. (“TTGI“) dated December 21, 2021, the Qualifying Transaction is expected to close on June 16, 2022, or such other date as may be agreed upon by RMR and TTGI. Subsequent to the completion of the Qualifying Transaction and satisfaction of all the final listing and filing requirements of the TSXV, RMR expects the Class “A” Common Shares of the combined entity (the “Resulting Issuer Shares“) to commence trading on the TSXV on June 22, 2022 under the symbol “TTGI”.

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.

About SD-WAN

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. Any proposed Qualifying Transaction must be approved by the TSXV.

Further Information

All information contained in this news release with respect to TTGI 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 Qualifying 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 Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the amended and restated filing statement dated June 6, 2022 filed by RMR and TTGI 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.

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 TSXV Policy 2.4.

For further information please contact:

Rob Hutchison, President, RMR Science Technologies Inc.
Telephone: 1 (604) 644-1232

CAUTIONARY NOTES

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.

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”, “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 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.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/127971

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