Mr. Francis Letourneau reports

NURAN SIGNS A MANDATE LETTER FOR US $5M LOAN AGREEMENT AND EXTENDS CONVERTIBLE DEBENTURE MATURITY

Nuran Wireless Inc., after initial discussions with a third party facilitator, has signed a non-binding mandate letter for a $5-million (U.S.) loan agreement.

Following the announcement of indicative terms on financing on Nov. 16, 2023, the company has signed a non-binding mandate letter for a $5-million (U.S.) senior secured bridge facility for (re)financing of renewable energy assets for Nuran Wireless (Africa) Holding. The facility will be provided subject to customary due diligence for a transaction of this type and have a two-year tenor with bullet principal repayment at maturity. It is to be refinanced by long-term senior debt at maturity and the term can be extended by the lender or converted into other long-term debt. Nuran and the lender have been engaged in the process leading to the signature of this non-binding mandate letter since September, 2023. This has resulted in a significant amount of due diligence work already being completed including work done on prior financings. The funds can be used to refinance energy assets already on operating sites or in inventory which are estimated at over $1.8-million (U.S.). This is in addition to the build of new sites in Cameroon and the Democratic Republic of the Congo as well as the new countries.

Strategic investor debenture extension

Nuran is also pleased to announce that it has completed negotiations for the extension of the maturity date of the convertible debentures entered into in July, 2022. The maturity date of the convertible debentures has been extended to July 12, 2024, along with other terms of the original debenture which were amended. The original debenture had an original issuance discount of 10 per cent and this has been increased to 16 per cent leading to a maturity value of $2,645,502. In addition, the principal amount is convertible into common shares of the company at a fixed price of 40 cents at the option of the debenture holder during the term of the convertible debenture. Under the terms of the convertible debenture the principal amount is due one year from the date of closing and does not bear interest until the maturity date or an event of default occurs. The number and terms of warrants issued in conjunction with the original debenture, as well as all other terms of the debenture, did not change. The investor remains as the exclusive transmission equipment provider for a term of the earlier of seven years or until such time as the company completes the purchase of a committed volume of equipment for its African operations.

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.

We seek Safe Harbor.