Mr. Francis Letourneau reports

NURAN WIRELESS ISSUES CLARIFYING NEWS RELEASE AND ANNOUNCES ADJOURNMENT OF ITS ANNUAL GENERAL AND SPECIAL MEETING

As a result of a review by the British Columbia Securities Commission (BCSC), Nuran Wireless Inc. is issuing the following news release to clarify its disclosure. The review identified deficiencies that do not comply with the requirements of National Instrument 51-102, Continuous Disclosure Obligations, including:

• MD&A (management's discussion and analysis) disclosure: Nuran's MD&A did not fully comply with National Instrument 51-102, particularly with respect to disclosure of significant risks, uncertainties and unusual transactions, including the factoring agreement and its amendments, liquidity and working capital analysis, related party transactions, and the use of proceeds from financings.
• Material contracts: Amendments to the factoring agreement, a material contract, were not filed on SEDAR+ as required, and related material change reports were also not filed.
• Restructuring transaction: The disclosure regarding the recently announced restructuring transaction did not include the rationale for the settlement terms, the impact on shareholders and the identification of debt holders.
• Other areas: The review also highlighted the need for improved disclosure regarding financial instruments, outstanding share data, corrections of prior billing errors, nd non-GAAP (generally accepted accounting principles) financial measures.

While the company was placed on the BCSC issuers in default list on Sept. 19, 2025, Nuran is working diligently to address these comments and will amend and refile its interim June 30, 2025, MD&A and other affected documents on SEDAR+ as required. The company will ensure future filings comply with all applicable continuous disclosure requirements. The BCSC review is currently continuing.

Concerns and rationale for the proposed restructuring

In light of recent communications and continuing market challenges, the company wishes to address shareholders' concerns regarding its financial position and strategic direction. Over the past several years, management has enacted a range of initiatives to support the launch and expansion of its network-as-a-service (NaaS) model, including numerous capital raises and debt facilities essential for infrastructure deployment. Despite these efforts, the highly capital-intensive nature of the company's business, delays in securing key equity investments and recent downturns in public market conditions have created significant liquidity constraints. Management has made multiple attempts to refinance the company's short-term debt, engaging with several financial institutions and organizations, but these efforts have not yielded a successful outcome. As a result, the company has explored alternative financing instruments, such as convertible debentures and factoring agreements, to bridge financing gaps and maintain operational momentum.

Recognizing the pressing need to strengthen its balance sheet and ensure long-term viability, the company is proposing a comprehensive restructuring transaction. This initiative, to be voted on at the upcoming annual general and special meeting, scheduled for Sept. 30, 2025, is designed to significantly reduce short-term debt obligations, improve shareholder equity and lower interest expenses. The proposed plan not only addresses imminent credit risks but also positions the company for renewed growth and sustainability, supported by a prospective private placement and continuing efforts to secure strategic equity investment. The board and management remain committed to transparency and to acting in the best interests of all shareholders as they navigate this pivotal transition.

The company acknowledges that the proposed restructuring is highly dilutive. However, the company's debt holders currently hold sufficient debt, which is technically in default absent continuing waivers, to foreclose on all Nuran's assets and leave shareholders with zero value. In contrast, the proposed restructuring was specifically designed to allow shareholders to participate in the future of the company.

While some shareholders have expressed concerns that the debt holders have not contributed value, Nuran notes that the financial support of debt holders over the last years was substantial to enable the company to continue operations and pursue its business objectives.

Additional information relating to the proposed restructuring

The premise for the proposed restructuring was to allow the company to clean up its balance sheet and eliminate as much debt as possible, which arose from loans and the factoring arrangement, inclusive of accrued interest and penalties on those amounts that were financed to the company over the past several years, which have been extended numerous times. The exact amount of debt to be included in the proposed restructuring has not been finalized, other than the company needed to ensure that sufficient debt would be converted to equity to increase the shareholder deficit on the company's balance sheet to result in a positive shareholder equity figure that would be sufficient to meet Nasdaq Stock Market listing requirements (being $5-million (U.S.)). The need to have a positive shareholder equity figure that would be sufficient to meet Nasdaq listing requirements, arose as a requirement for the debt holders participating in the proposed restructuring to ensure that there was a path for the company to list on Nasdaq.

As part of the proposed restructuring, the company is to complete a concurrent equity financing of $4-million to $5-million, on commercial terms negotiated between the company and the investors, who are arm's length and not related parties to the company. The commercial terms of the concurrent financing were designed to have the new equity issued in the context of the market; hence, they requested the use of the 10-day volume-weighted average price specifically to allow for the pricing to be fair to all and priced in the context of the market. This was also reflective of what was available to the company in the prevailing financing environment.

The participating debt holders requested that their debt convert at the same terms as the concurrent financing. While the final group of participating debt holders has not yet been finalized, some of the participating debt holders may be considered related parties under IAS 24 now and following the proposed restructuring, but unlikely to be considered related parties pursuant to Multilateral Instrument 61-101. Notwithstanding, since the commercial terms of the proposed restructuring with the participating debt holders was designed to mirror the terms of the concurrent financing, accordingly it reflects arm's-length negotiations and priced in the context of the market, and would mirror the hold periods offered in the concurrent financing.

Next steps

Nuran will provide draft copies of all revised documents to the BCSC for review prior to refiling and will issue further updates as appropriate. The company remains committed to transparency and to acting in the best interests of all stakeholders.

Adjournment of annual general and special meeting

The company intend to adjourn its annual general and special meeting scheduled for Sept. 30, 2025, until Oct. 15, 2025, to allow shareholders sufficient time to review the revised documents and material contracts.

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.