Mr. Francis Letourneau reports

NURAN WIRELESS CLOSES $7.6 MILLION FINANCING

Nuran Wireless Inc. has completed its previously announced private placement of Series A convertible preferred shares for aggregate consideration of $7.6-million.

Certain administrative items remain to be completed prior to the first day of trading, including payment of the balance of the Nasdaq Stock Market entry fee and the filing of the Nasdaq certification. The commencement of trading on Nasdaq remains subject to the completion of those items and to the company continuing to satisfy all applicable Nasdaq listing requirements. No assurance can be provided that trading will commence on Aug. 17, 2026 or at all.

Management commentary

"Closing this financing completes the balance sheet work that made our Nasdaq listing possible," said Francis Letourneau, director and chief executive officer of Nuran Wireless. "We have brought in new capital, materially reduced our liabilities and done so with the support of our lead investor, our management team and our suppliers, each of whom chose to take equity in Nuran rather than cash. Monday, we begin trading on Nasdaq. I want to thank everyone who backed us to get here."

Terms of the financing

The company issued an aggregate of 1,788,233 preferred shares at a price of $4.25 per preferred share. The aggregate subscription amount of $7.6-million was satisfied as follows:

• Approximately $3,862,143 through the settlement and extinguishment of a convertible debenture of the company held by the lead institutional investor in the financing;
• $518,704 through the settlement of accrued and unpaid salary owing to three members of the company's management;
• $219,153 through the settlement of other indebtedness and accounts payable owing to suppliers and other creditors of the company and its subsidiaries;
• The balance of $3-million in cash.

On completion, the financing has reduced the company's liabilities and increased its shareholders' equity by an aggregate of approximately $7.6-million. The net cash proceeds will be used for the continuing development of the company's business and for general working capital purposes.

In connection with the financing, the company also issued 200,000 A warrants, each exercisable to acquire one common share at $10 per common share for a period of four years, and 1,588,233 B warrants, each exercisable at $5 per common share for a period of five years. The company and the lead investor have entered into a registration rights agreement in respect of the common shares issuable on conversion of the preferred shares and on exercise of the B warrants.

The securities issued under the financing are subject to a statutory hold period in Canada expiring on Dec. 15, 2026.

Related party transaction

The participation in the financing by Francis Letourneau, chief executive officer and a director of the company, James Bailey, chief financial officer, and David Christopher Parsons, chief technology officer, by way of the settlement of an aggregate of $518,704 of accrued and unpaid salary owing to them, constituted a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involved interested parties exceeded 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days before the closing of the related party transaction because the participation of the related parties was not finalized until shortly before closing and the company deemed it reasonable in the circumstances to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable time frame.

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 (NaaS) 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. Nuran Wireless is bridging the digital divide, one connection at a time.

We seek Safe Harbor.