Mr. Francis Letourneau reports

NURAN ENTERS INTO FACTORING FACILITY AND RESTRUCTURING OF SECURED CONVERTIBLE DEBENTURES

Nuran Wireless Inc., further to its news release on July 25, 2023, has entered into a factoring agreement with a factoring company dated as of Aug. 28, 2023, for the sale of up to $15-million of receivables owed to the company by its operating subsidiaries in Africa. Pursuant to the factoring facility, the company has sold receivables valued at $8.65-million for gross proceeds of $5,438,340, consisting of: (i) a cash payment of $4,638,340 used to settle outstanding loans advanced by short-term lenders that are affiliates of the factor; and (ii) a cash payment $800,000 on or before Sept. 30, 2023, for the purpose of financing working capital requirements leading up to the finalization of DFI loans. The company does not anticipate needing to sell the remaining $6.35-million of receivables.

Under the terms of the factoring agreement, the factor will have recourse against Nuran for any sold receivables, in certain circumstances. If the factor delivers a recourse notice for a specific sold receivable, the company will have the option of satisfying any repurchase request of the recourse account in cash at 107 per cent the price originally paid by the factoring company for the recourse account or by issuing units of the company at 35 cents per unit for the amount of the recourse account. Each unit will comprise: (i) one share in the capital of the company; and (ii) three-fourths of one warrant exercisable into one additional share of the company at 40 cents for a period of three years from entering into of the factoring facility. The sold receivables will bear interest until the factor has received payment, at a rate of 15 per cent per annum. If the company does complete a subsequent sale of receivables, the pricing on the units will be set in compliance with applicable policies of the Canadian Securities Exchange.

In connection with the factoring facility, the company agreed to pay an arrangement fee to the factor consisting of 3.8 million common shares (having a deemed value of 23 cents based on closing price of the common shares of Nuran on the closing), representing approximately 5 per cent of the total factoring facility. Two million five hundred thousand of these fee shares were issued at the initial closing and the remainder will be issued on Jan. 2, 2024. The fee shares will be subject to a statutory hold period in Canada of four months and a day.

Restructuring of secured convertible debentures

Nuran is also pleased to announce that has restructured its convertible secured debentures issued in February, 2023. The debentureholders have agreed to extend the maturity for a further 12 months to August, 2024, and waive certain rights pursuant to the debentures, including relating to events of default in favour of EIB and the other DFI. As consideration to these debentureholders, the company has entered into debt settlement agreements and agreed to pay a 5-per-cent extension fee pursuant to which the prior secured debentures and related security agreements from February, 2023, were cancelled and the company agreed to issue the following: (i) secured convertible debentures in the new aggregate principal amount of $2,792,810 (inclusive of accrued interest and fees) with a new conversion price of 35 cents per unit, with each unit comprising one common share and three-fourths of one warrant, with each whole warrant exercisable to acquire an additional common share at a price of 40 cents until Aug. 28, 2026. The new debentures will bear interest until at a rate of 15 per cent per annum.

About Nuran Wireless Inc.

Nuran Wireless is a leading rural telecommunications company that meets the growing demand for wireless network coverage in remote and rural regions around the globe. With its affordable and innovative scalable solutions of 2G, 3G and 4G technologies, Nuran Wireless offers a new possibility for more than one billion people to communicate effectively over long distances efficiently and affordably.

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