Mr. Francis Letourneau reports

NURAN WIRELESS EXECUTES $6.5 MILLION SUBSCRIPTION AGREEMENT WITH INSTITUTIONAL INVESTOR

Nuran Wireless Inc. has entered into a definitive subscription agreement with an institutional investor for a $6,500,001 investment in the company, the completion of which is expected to satisfy the final outstanding requirement for the listing of the company's common shares on the Nasdaq Capital Market.

The last step to Nasdaq

With Securities and Exchange Commission registration effective and the company's listing application under review, the remaining item required to complete the Nasdaq listing process is the satisfaction of Nasdaq's applicable financial and shareholders equity listing standards. The financing is structured specifically to address that requirement. On completion, the company expects to have materially strengthened its balance sheet through a combination of new capital and a corresponding reduction in outstanding indebtedness, positioning Nuran to satisfy the applicable Nasdaq initial listing criteria.

"This is the last piece of the puzzle," said Francis Letourneau, director and chief executive officer of Nuran Wireless. "We have spent years building a real operating business, meeting rigorous Canadian disclosure standards and clearing every regulatory hurdle on the path to a U.S. listing. Our 40-F is effective, our application is with Nasdaq and this financing is designed to satisfy the final outstanding requirement. We are now closer than we have ever been to bringing Nuran's story to American investors."

Terms of the financing

Pursuant to the subscription agreement, the investor will subscribe for 1,529,412 Series A convertible preferred shares of the company at a price of $4.25 per preferred share for aggregate consideration of $6,500,001. A portion of the aggregate subscription amount, being approximately $3.8-million, will be satisfied through the settlement of outstanding indebtedness of the company held by the investor, with the balance financed in cash. The company may enter into subscription agreements with other holders of outstanding indebtedness on substantially the same terms, within the maximum number of preferred shares authorized for issuance.

In connection with the financing, the company will also issue common share purchase warrants of the company in two series: 200,000 warrants exercisable at $10 per common share for a period of four years from issuance, and 1,329,412 warrants exercisable at $5 per common share for a period of five years from issuance. The warrants will not be listed on any stock exchange.

The preferred shares will carry the dividend, conversion, redemption, liquidation, voting, and other rights, privileges, restrictions and conditions to be attached to the Series A convertible preferred shares of the company. A copy of the special rights and restrictions of the Series A convertible preferred shares has been filed under the company's profile on SEDAR+ and on EDGAR, and readers are referred to that document for the full particulars of the Series A convertible preferred shares.

The company and the investor have entered into a registration rights agreement, pursuant to which the company will agree to file a resale registration statement with the SEC covering the common shares issuable on conversion of the preferred shares and on exercise of certain of the warrants, within the timelines specified therein. A copy of the registration rights agreement will be filed under the company's profile on SEDAR+ and on EDGAR.

The net cash proceeds of the financing will be used for continuing development of the company's business growth and for general working capital purposes.

Closing

The financing is expected to close in the coming weeks, subject to the satisfaction or waiver of customary closing conditions, including receipt of all necessary regulatory approvals. In addition, the obligation of the investor to complete the financing is conditional upon the company having received confirmation from the Nasdaq Stock Market that the company's common shares have been approved for listing and will commence trading on the Nasdaq Capital Market. That condition is for the exclusive benefit of the investor and may be waived by the investor, in whole or in part, in its sole discretion.

The company's Nasdaq listing application remains under review and remains subject to Nasdaq's satisfaction of all applicable listing requirements. No assurance can be provided that such listing will be obtained, or that the financing will be completed on the terms described above or at all.

The securities to be issued under the financing will be subject to a statutory hold period in Canada in accordance with applicable Canadian securities laws.

About Nuran Wireless Inc.

Nuran Wireless is a fast-growing, mission-driven rural telecommunications company dedicated to delivering affordable 2G, 3G and 4G wireless connectivity to remote and underserved communities worldwide. Through its scalable network-as-a-service model, Nuran has deployed networks serving more than one billion people who lack reliable connectivity, driving economic development, digital inclusion and social transformation across Africa and beyond.

We seek Safe Harbor.