Mr. Francis Letourneau reports
NURAN ANNOUNCES RESTRUCTURING OF CONVERTIBLE DEBT
Nuran Wireless Inc. has restructured the terms of the secured convertible debenture financing closed on March 18, 2022, in the principal amount of $2,222,222.
In connection with the Company's DFI senior credit facilities announced in January (the "Loan Facilities"), the increased working capital requirements following the Company's entry into several Network as a Service Agreements ("NaaS") agreements with MTN Group, and the Company's successful RFP selection and group framework agreement with MTN Group as part of its rural RFP for thousands of network sites in over 15 countries in Middle East and Africa, the secured lenders from the March Debenture Offering agreed to restructure the existing secured debt, extend the maturity date to August 19, 2023 and advance an additional $900,000 in principal to NuRAN. The restructuring gives the Company the flexibility to either convert or repay the obligations and thereby manage the financial impact in this critical period leading to closing of the non-dilutive Loan Facilities.
The Company entered into debt settlement agreements with each of the secured lenders pursuant to which the prior secured debentures, related security agreements and previously issued warrants from the March Debenture Offering were cancelled and the company agreed to issue the following to the secured lenders: (i) secured convertible debentures (the "New Debentures") in the aggregate principal amount of $3,517,512 (inclusive of all advances, accrued interest and default fees) with a blended conversion price of approximately $0.905 representing a 25% premium to the 5 day volume weighted average price of NuRAN's common shares with $1,951,804 of the principal amount convertible at $0.95 at the option of the debenture holder and the remaining principal amount convertible at a price of $0.85, provided that if at any time while the debentures remain outstanding, the volume weighted average price of the common shares does not exceed $0.85 for a period of 50 consecutive trading days, the Conversion Price will be reduced to $0.73. $1,398,278 of the principal amount of the debentures bears interest at a rate of 12% until maturity and the remaining principal amount does not bear interest until maturity; (ii) 2,694,667 share purchase warrants (the "New Warrants"), with each warrant exercisable to acquire one common share of the Company at an exercise price of $1.10 until August 19, 2025; and (iii) 153,954 bonus common shares of the Company. In connection with the debt restructuring the secured lenders also agreed to forbear their right to enforce their security and accelerate payment of the debenture amounts under the terms of their security agreements and debentures issued pursuant to the March Debenture Offering relating to any technical default under the debentures due to the cease trade order issued in May 2022.
The Debentures may be prepaid by the Company at any time prior to the Maturity Date, upon ten business days' notice to the debenture holder, subject to the Company paying a price equal to 103% of the principal amount of the Debentures then outstanding plus accrued and unpaid interest thereon. In connection with the Debenture Offering the Company also agreed to settle outstanding fees of $220,979 by issuing a New Debenture in the same principal amount, 205,333 New Warrants, and 28,886 bonus common shares of the Company.
The Company has received $500,000 of the proceeds advanced prior to closing and intends to use remaining net proceeds from the Offering to fund the continuation of rollout of its NaaS networks in Cameroon, the DRC and South Sudan as previously announced on August 11, 2022, including the incorporation of new subsidiaries in South Sudan, Sudan and Namibia and set up costs associated with its recent agreements with MTN Group and for working capital purposes. Subject to completion of the DFI loan and the conversion rights of the debenture holders, the Company intends to repay the Convertible Debentures prior to maturity.
Any securities issuable upon conversion or exercise of the New Debentures held by individual debenture holders, New Warrants, and bonus common shares will be subject to a statutory hold period of four months and one day from August 19, 2022.
About NuRAN Wireless:
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. "Bridging the Digital Divide, One Connection at a Time."
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