NUR 6-K
Nuran Wireless Inc. (NUR)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
OFTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of August 2026
CommissionFile Number: 000-56857
NURAN WIRELESS INC.
(Registrant)
2150Cyrille-Duquet Street, Suite 100
Quebec,Quebec, G1N 2G3 Canada
(Addressof Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NURAN WIRELESS INC. | ||||||
| (Registrant) | ||||||
| Date:<br> August 17, 2026 | By | /s/<br> Francis Letourneau | ||||
| Francis<br> Letourneau | ||||||
| Chief<br> Executive Officer |
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EXHIBITINDEX
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Exhibit 99.1
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PRESS RELEASE |
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Forimmediate release
NuRANWireless Increases Series A Preferred Share Financing to C$7.6 Million and Announces Debt Settlements
Quebec,QC, Canada, August 7, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that, further to its news release dated August 4, 2026, it has increased the aggregate size of its previously announced private placement of Series A convertible preferred shares (the “Financing”) from C$6,500,001 to C$7,600,000, at the request of The Nasdaq Stock Market LLC in connection with the Company’s pending listing application. All amounts in this news release are in Canadian dollars.
Increasein the Financing
The institutional investor previously announced (the “Investor”) has agreed, pursuant to an amending agreement to its subscription agreement dated August 5, 2026, to increase its commitment to the Financing to C$7,600,000. The Company’s board of directors has also increased the maximum number of Series A convertible preferred shares (the “Preferred Shares”) authorized for issuance from 1,700,000 to 2,000,000, representing aggregate gross proceeds of up to C$8,500,000 at the subscription price of C$4.25 per Preferred Share. A notice of alteration giving effect to that increase and to the amended terms of the Preferred Shares described below will be filed with the Registrar of Companies for the Province of British Columbia.
The Investor’s subscription amount will be reduced dollar for dollar by the amount of any indebtedness or accounts payable of the Company settled in Preferred Shares by other creditors at closing, such that the aggregate size of the Financing remains C$7,600,000. The Company anticipates issuing an aggregate of approximately 1,788,235 Preferred Shares at closing.
Termsof the Preferred Shares and Conversion Price
The Preferred Shares will be issued at a subscription price of C$4.25 per Preferred Share. The Canadian Securities Exchange (the “CSE”) has confirmed that the Company may rely upon the price of C$5.00 per common share established under its confidential price protection request, and that as no discount may be applied to a convertible security the minimum permitted conversion price is C$5.00 per common share. Accordingly, the conversion terms of the Preferred Shares have been amended so that, the conversion price is C$5.00 per common share, with the result that each Preferred Share is convertible into 0.85 of a common share, subject to adjustments as described in the amended and restated special rights and restrictions of the Series A convertible preferred shares which will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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DebtSettlements
A portion of the aggregate subscription amounts, being approximately C$3.85 million, will be satisfied through the settlement of a convertible debenture of the Company held by the Investor. In addition, the Company will settle approximately C$220,000 of other indebtedness and accounts payable owing to creditors of the Company, and C$518,704 of accrued and unpaid salary owing to three members of the Company’s management, in each case in exchange for Preferred Shares at C$4.25 per Preferred Share. The balance of the Financing, being approximately C$3 million, will be received by the Company in cash. Together, the Financing is expected to reduce the Company’s liabilities and increase its shareholders’ equity by an aggregate of approximately C$7,600,000, which the Company expects will satisfy the applicable Nasdaq shareholders’ equity listing standard.
RelatedParty Transaction
The participation in the Financing by Francis Létourneau, 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 C$518,704 of accrued and unpaid salary, constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements 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 of the consideration for, the transaction insofar as it involves interested parties exceeds 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days before the anticipated closing because the participation of the related parties was not finalized until shortly before closing and the Company deemed it reasonable to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable timeframe. Each related party will receive Preferred Shares and B Warrants on the same terms as to price as the other participants, and is not entitled to any registration rights.
Closing
The Financing is expected to close on or before August 14, 2026, subject to the satisfaction or waiver of customary closing conditions, including the filing and acceptance of the notice of alteration, receipt of the acceptance of the CSE and receipt of all necessary regulatory approvals.
AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
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AdditionalInformation:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and UnitedStates securities legislation (collectively, “forward-looking statements”). Forward-looking statements are often, but notalways, identified by the use of words such as “anticipates,” “expects,” “intends,” “plans,”“believes,” “seeks,” “estimates,” “projects,” “targets,” “will,”“may,” “would,” “could,” “should” and similar expressions, or by statements that certainactions, events or results may, could, would or will be taken, occur or be achieved. All statements other than statements of historicalfact are forward-looking statements.
Forward-lookingstatements in this news release include, without limitation, statements regarding: (i) the anticipated completion of the Financing, thetiming thereof and the expectation that closing will occur on or before August 14, 2026; (ii) the aggregate size of the Financing, thenumber of Preferred Shares, A Warrants and B Warrants to be issued, the allocation of the aggregate subscription amount between cashand the settlement of indebtedness and accounts payable, and the number of common shares issuable on conversion of the Preferred Sharesand on exercise of the warrants; (iii) the reduction of the Investor’s subscription amount, dollar for dollar, by the amount ofany indebtedness or accounts payable settled in Preferred Shares by other creditors at closing, and the expectation that the aggregatesize of the Financing will remain C$7,600,000; (iv) the anticipated settlement of the convertible debenture, of other indebtedness andaccounts payable, and of accrued and unpaid salary owing to members of management, and the expected amounts thereof, which vary withthe closing date as interest continues to accrue on the convertible debenture; (v) the expectation that the Financing will reduce theCompany’s liabilities and increase its shareholders’ equity by an aggregate of approximately C$7,600,000 and will satisfythe applicable Nasdaq shareholders’ equity listing standard; (vi) the availability of the exemptions from the formal valuationand minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 and the basis on which they are relied upon; (vii) thefiling of the notice of alteration with the Registrar of Companies for the Province of British Columbia and the effectiveness of theamended and restated special rights and restrictions attaching to the Preferred Shares, including the conversion price of C$5.00 percommon share and the circumstances in which that conversion price may change; (viii) receipt of the acceptance of the CSE and of allother necessary regulatory and stock exchange approvals; (ix) the expected use of the net cash proceeds of the Financing; (x) the enteringinto and filing of the registration rights agreement and the filing of a resale registration statement with the SEC within the timelinesspecified therein; (xi) the anticipated listing and commencement of trading of the Company’s common shares on the Nasdaq CapitalMarket; and (xii) the Company’s business strategy, growth objectives and ability to expand its NaaS operations across Africa.
Forward-lookingstatements are based on the beliefs, expectations and opinions of management of the Company as of the date of this news release, andon a number of assumptions, including, without limitation, that: the Financing will close on or before August 14, 2026 on the terms describedherein; the Investor and the other subscribers will fund and complete their respective subscriptions; the amount of indebtedness andaccounts payablesettled in Preferred Shares will be as described herein; the notice of alteration will be filed and accepted by the Registrar of Companiesfor the Province of British Columbia prior to closing; the CSE will accept the Financing and will not require any further change to thepricing or terms of the Preferred Shares or the warrants; the Company’s confidential price protection will not expire prior toclosing; the Company will satisfy the Nasdaq shareholders’ equity listing standard on completion of the Financing and will satisfyall other applicable Nasdaq initial listing standards; the adjustments made by the Company in calculating its pro forma shareholders’equity and monthly operating burn will be accepted; no material adverse change will occur; and general economic, market and businessconditions will not deteriorate.
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Forward-lookingstatements are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performanceor achievements to differ materially from those expressed or implied by such forward-looking statements, including, without limitation:(i) the risk that the Financing may not be completed on the terms described herein, or at all, including as a result of the failure tosatisfy or obtain a waiver of any condition of closing; (ii) the risk that the Financing may not be completed on or before August 14,2026, being the date to which the CSE has extended the Company’s confidential price protection, in which case the Financing maybe required to be repriced and the terms described herein may change; (iii) the risk that the CSE may not accept the Financing, or mayrequire further changes to the price, the conversion terms of the Preferred Shares or the terms of the warrants; (iv) the risk that thenotice of alteration may not be filed or accepted prior to closing, in which case no Preferred Shares may be issued; (v) the risk thatthe actual amount of indebtedness and accounts payable settled in Preferred Shares differs from the amounts described herein, with theresult that the cash proceeds received by the Company, the number of Preferred Shares issued to the Investor and the number of B Warrantsissued may differ; (vi) the risk that the amount of the convertible debenture settled at closing will differ from the amount describedherein because interest continues to accrue at C$1,594.55 per day until the closing date; (vii) the risk that, notwithstanding completionof the Financing, the Company may not satisfy the Nasdaq shareholders’ equity listing standard or any other applicable Nasdaq initiallisting standard, including as a result of continued operating losses or of Nasdaq not accepting the adjustments made by the Companyin calculating its pro forma shareholders’ equity; (viii) the risk that the Company’s common shares may not be approved forlisting, or may not commence trading, on the Nasdaq Capital Market on a timely basis or at all; (ix) the risk that the conditions toclosing for the exclusive benefit of the Investor, including receipt of confirmation from Nasdaq, may not be satisfied or waived; (x)the risk that the exemptions relied upon under MI 61-101 may not be available, or that additional disclosure, a formal valuation or minorityapproval may be required; (xi) the risk that the Company may not satisfy its obligations under the registration rights agreement withinthe timelines specified therein, and the consequences of any failure to do so; (xii) dilution to holders of common shares resulting fromthe conversion of the Preferred Shares, the accrual of paid-in-kind dividends thereon and the exercise of the warrants; (xiii) the riskthat the Company may require additional financing following completion of the Financing, and that such financing may not be availableon acceptable terms or at all; (xiv) risks relating to the Company’s ability to continue to deploy and operate network infrastructurein multiple African jurisdictions, including regulatory, political, currency, counterparty and operational risks; (xv) fluctuations inthe exchange rate between the Canadian dollar and the United States dollar, which affect the amounts presented herein and the Company’spro forma shareholders’ equity as measured against the Nasdaq standard; and (xvi) general economic, market and business conditions.
Althoughthe Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should not be placedon forward-looking statements, which are inherently uncertain and are based on information available to management as of the date hereof.Actual results may differ materially. The forward-looking statements contained in this news release are expressly qualified in theirentirety by this cautionary statement. The Company does not undertake any obligation to update publicly or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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Exhibit 99.2
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PRESS RELEASE |
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Forimmediate release
NuRANWireless Executes $6.5 Million Subscription Agreement
withInstitutional Investor
Quebec,QC, Canada, August 4^th^, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that it has entered into a definitive subscription agreement (the “Subscription Agreement”) with an institutional investor (the “Investor”) for a $6,500,001 investment in the Company (the “Financing”), 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.
TheLast Step to Nasdaq
With SEC 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 Létourneau, Director and CEO 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.”
Termsof the Financing
Pursuant to the Subscription Agreement, the Investor will subscribe for 1,529,412 Series A convertible preferred shares of the Company (the “Preferred Shares”) 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 funded 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.
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In connection with the Financing, the Company will also issue common share purchase warrants of the Company (the “Warrants”) in two series: 200,000 warrants exercisable at $10.00 per common share for a period of four years from issuance, and 1,329,412 warrants exercisable at $5.00 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+ at www.sedarplus.ca and on EDGAR at www.sec.gov, 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 (the “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+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The net cash proceeds of the Financing will be used for ongoing 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. The securities being offered have not been, nor will they be, registered under the United StatesSecurities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
AdditionalInformation:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian andUnited States securities legislation (collectively, “forward-looking statements”). Forward-looking statements areoften, but not always, identified by the use of words such as “anticipates,” “expects,” “intends,”“plans,” “believes,” “seeks,” “estimates,” “will,” “may,”“would,” “could,” and similar expressions. Forward-looking statements in this news release include, withoutlimitation, statements regarding: (i) the anticipated completion of the Financing and the timing thereof; (ii) the expectationthat completion of the Financing will satisfy the final outstanding requirement for listing on the Nasdaq Capital Market, includingthe applicable financial and shareholders’ equity listing standards; (iii) the anticipated settlement of outstanding indebtednessin connection with the Financing and the possibility of additional debt settlements on similar terms; (iv) the expected use ofthe net cash proceeds of the Financing; (v) the entering into and filing of the Registration Rights Agreement and the filing ofa resale registration statement with the SEC; (vi) the anticipated listing or trading of the Company’s common shares onthe Nasdaq Capital Market; and (vii) the Company’s business strategy, growth objectives, and ability to expand its NaaSoperations across Africa.
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Theseforward-looking statements are based on the beliefs, expectations, and opinions of management of the Company as of the date ofthis news release and are subject to a number of known and unknown risks, uncertainties, and other factors that may cause actualresults, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements,including, without limitation: (i) the risk that the Financing may not be completed on the terms described herein, or at all,including as a result of the failure to satisfy or obtain a waiver of the conditions to closing; (ii) the risk that, notwithstandingcompletion of the Financing, the Company may not satisfy all applicable Nasdaq listing standards; (iii) the risk that the Company’scommon shares may not be approved for listing on the Nasdaq Capital Market on a timely basis, or at all; (iv) the risk that additionaldebt settlements may not be agreed or completed; (v) the risk that the Company may not satisfy its obligations under the RegistrationRights Agreement within the timelines specified therein; (vi) risks related to the Company’s ability to continue to deployand operate network infrastructure in multiple African jurisdictions, including regulatory, political, and operational risks;and (vii) general economic, market, and business conditions. Although the Company believes that the assumptions underlying theforward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements, which are inherentlyuncertain and are based on information available to management as of the date hereof. The forward-looking statements containedin this news release are expressly qualified in their entirety by this cautionary statement. The Company does not undertake anyobligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events,or otherwise, except as required by applicable securities laws.
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Exhibit99.3
FORM51-102F3
MaterialChange Report
Item1: Name and Address of Company
NuRAN Wireless Inc. (the “Company” or “NuRAN”)
2150 Cyrille-Duquet
Quebec, QC G1N 2G3
Item2: Date of Material Change
August 4, 2026
Item3: News Release
A news release announcing the material change was issued on August 4, 2026, and filed on SEDAR+ at www.sedarplus.ca, a copy of which is attached hereto as Schedule “A”.
Item4: Summary of Material Change
The Company announced that it has entered into a definitive subscription agreement (the “Subscription Agreement”) with an institutional investor (the “Investor”) for a $6,500,001 investment in the Company (the “Financing”), 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.
Item5: Full Description of Material Change
With SEC 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.
Pursuant to the Subscription Agreement, the Investor will subscribe for 1,529,412 Series A convertible preferred shares of the Company (the “Preferred Shares”) 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 funded 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 (the “Warrants”) in two series: 200,000 warrants exercisable at $10.00 per common share for a period of four years from issuance, and 1,329,412 warrants exercisable at $5.00 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+ at www.sedarplus.ca and on EDGAR at www.sec.gov, 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 (the “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+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The net cash proceeds of the Financing will be used for ongoing development of the Company’s business growth and for general working capital purposes.
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. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.
Item6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
NuRAN Wireless Inc.
Francis Letourneau, Director and CEO
Tel: (418) 264-1337
Item9: Date of Report
This report is dated as of August 4, 2026
SCHEDULE“A”
Please see attached.
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PRESS RELEASE |
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Forimmediate release
NuRANWireless Executes $6.5 Million Subscription Agreement
withInstitutional Investor
Quebec,QC, Canada, August 4^th^, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that it has entered into a definitive subscription agreement (the “Subscription Agreement”) with an institutional investor (the “Investor”) for a $6,500,001 investment in the Company (the “Financing”), 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.
TheLast Step to Nasdaq
With SEC 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 Létourneau, Director and CEO 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.”
Termsof the Financing
Pursuant to the Subscription Agreement, the Investor will subscribe for 1,529,412 Series A convertible preferred shares of the Company (the “Preferred Shares”) 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 funded 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.
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In connection with the Financing, the Company will also issue common share purchase warrants of the Company (the “Warrants”) in two series: 200,000 warrants exercisable at $10.00 per common share for a period of four years from issuance, and 1,329,412 warrants exercisable at $5.00 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+ at www.sedarplus.ca and on EDGAR at www.sec.gov, 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 (the “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+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The net cash proceeds of the Financing will be used for ongoing 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. The securities being offered have not been, nor will they be, registered under the United StatesSecurities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
Additional Information:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian andUnited States securities legislation (collectively, “forward-looking statements”). Forward-looking statements areoften, but not always, identified by the use of words such as “anticipates,” “expects,” “intends,”“plans,” “believes,” “seeks,” “estimates,” “will,” “may,”“would,” “could,” and similar expressions. Forward-looking statements in this news release include, withoutlimitation, statements regarding: (i) the anticipated completion of the Financing and the timing thereof; (ii) the expectationthat completion of the Financing will satisfy the final outstanding requirement for listing on the Nasdaq Capital Market, includingthe applicable financial and shareholders’ equity listing standards; (iii) the anticipated settlement of outstanding indebtednessin connection with the Financing and the possibility of additional debt settlements on similar terms; (iv) the expected use ofthe net cash proceeds of the Financing; (v) the entering into and filing of the Registration Rights Agreement and the filing ofa resale registration statement with the SEC; (vi) the anticipated listing or trading of the Company’s common shares onthe Nasdaq Capital Market; and (vii) the Company’s business strategy, growth objectives, and ability to expand its NaaSoperations across Africa.
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Theseforward-looking statements are based on the beliefs, expectations, and opinions of management of the Company as of the date ofthis news release and are subject to a number of known and unknown risks, uncertainties, and other factors that may cause actualresults, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements,including, without limitation: (i) the risk that the Financing may not be completed on the terms described herein, or at all,including as a result of the failure to satisfy or obtain a waiver of the conditions to closing; (ii) the risk that, notwithstandingcompletion of the Financing, the Company may not satisfy all applicable Nasdaq listing standards; (iii) the risk that the Company’scommon shares may not be approved for listing on the Nasdaq Capital Market on a timely basis, or at all; (iv) the risk that additionaldebt settlements may not be agreed or completed; (v) the risk that the Company may not satisfy its obligations under the RegistrationRights Agreement within the timelines specified therein; (vi) risks related to the Company’s ability to continue to deployand operate network infrastructure in multiple African jurisdictions, including regulatory, political, and operational risks;and (vii) general economic, market, and business conditions. Although the Company believes that the assumptions underlying theforward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements, which are inherentlyuncertain and are based on information available to management as of the date hereof. The forward-looking statements containedin this news release are expressly qualified in their entirety by this cautionary statement. The Company does not undertake anyobligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events,or otherwise, except as required by applicable securities laws.
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Exhibit99.4
 |
PRESS RELEASE |
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Forimmediate release
NuRANWireless Increases Series A Preferred Share Financing to C$7.6 Million and Announces Debt Settlements
Quebec,QC, Canada, August 6, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that, further to its news release dated August 4, 2026, it has increased the aggregate size of its previously announced private placement of Series A convertible preferred shares (the “Financing”) from C$6,500,001 to C$7,600,000, at the request of The Nasdaq Stock Market LLC in connection with the Company’s pending listing application. All amounts in this news release are in Canadian dollars.
Increasein the Financing
The institutional investor previously announced (the “Investor”) has agreed, pursuant to an amending agreement to its subscription agreement dated August 5, 2026, to increase its commitment to the Financing to C$7,600,000. The Company’s board of directors has also increased the maximum number of Series A convertible preferred shares (the “Preferred Shares”) authorized for issuance from 1,700,000 to 2,000,000, representing aggregate gross proceeds of up to C$8,500,000 at the subscription price of C$4.25 per Preferred Share. A notice of alteration giving effect to that increase and to the amended terms of the Preferred Shares described below will be filed with the Registrar of Companies for the Province of British Columbia.
The Investor’s subscription amount will be reduced dollar for dollar by the amount of any indebtedness or accounts payable of the Company settled in Preferred Shares by other creditors at closing, such that the aggregate size of the Financing remains C$7,600,000. The Company anticipates issuing an aggregate of approximately 1,788,235 Preferred Shares at closing.
Termsof the Preferred Shares and Conversion Price
The Preferred Shares will be issued at a subscription price of C$4.25 per Preferred Share. The Canadian Securities Exchange (the “CSE”) has confirmed that the Company may rely upon the price of C$5.00 per common share established under its confidential price protection request, and that as no discount may be applied to a convertible security the minimum permitted conversion price is C$5.00 per common share. Accordingly, the conversion terms of the Preferred Shares have been amended so that, the conversion price is C$5.00 per common share, with the result that each Preferred Share is convertible into 0.85 of a common share, subject to adjustments as described in the amended and restated special rights and restrictions of the Series A convertible preferred shares which will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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DebtSettlements
A portion of the aggregate subscription amounts, being approximately C$3.85 million, will be satisfied through the settlement of a convertible debenture of the Company held by the Investor. In addition, the Company will settle approximately C$220,000 of other indebtedness and accounts payable owing to creditors of the Company, and C$518,704 of accrued and unpaid salary owing to three members of the Company’s management, in each case in exchange for Preferred Shares at C$4.25 per Preferred Share. The balance of the Financing, being approximately C$3 million, will be received by the Company in cash. Together, the Financing is expected to reduce the Company’s liabilities and increase its shareholders’ equity by an aggregate of approximately C$7,600,000, which the Company expects will satisfy the applicable Nasdaq shareholders’ equity listing standard.
RelatedParty Transaction
The participation in the Financing by Francis Létourneau, 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 C$518,704 of accrued and unpaid salary, constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements 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 of the consideration for, the transaction insofar as it involves interested parties exceeds 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days before the anticipated closing because the participation of the related parties was not finalized until shortly before closing and the Company deemed it reasonable to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable timeframe. Each related party will receive Preferred Shares and B Warrants on the same terms as to price as the other participants, and is not entitled to any registration rights.
Closing
The Financing is expected to close on or before August 14, 2026, subject to the satisfaction or waiver of customary closing conditions, including the filing and acceptance of the notice of alteration, receipt of the acceptance of the CSE and receipt of all necessary regulatory approvals.
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AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
AdditionalInformation:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian andUnited States securities legislation (collectively, “forward-looking statements”). Forward-looking statements areoften, but not always, identified by the use of words such as “anticipates,” “expects,” “intends,”“plans,” “believes,” “seeks,” “estimates,” “projects,” “targets,”“will,” “may,” “would,” “could,” “should” and similar expressions,or by statements that certain actions, events or results may, could, would or will be taken, occur or be achieved. All statementsother than statements of historical fact are forward-looking statements.
Forward-lookingstatements in this news release include, without limitation, statements regarding: (i) the anticipated completion of the Financing,the timing thereof and the expectation that closing will occur on or before August 14, 2026; (ii) the aggregate size of the Financing,the number of Preferred Shares, A Warrants and B Warrants to be issued, the allocation of the aggregate subscription amount betweencash and the settlement of indebtedness and accounts payable, and the number of common shares issuable on conversion of the PreferredShares and on exercise of the warrants; (iii) the reduction of the Investor’s subscription amount, dollar for dollar, bythe amount of any indebtedness or accounts payable settled in Preferred Shares by other creditors at closing, and the expectationthat the aggregate size of the Financing will remain C$7,600,000; (iv) the anticipated settlement of the convertible debenture,of other indebtedness and accounts payable, and of accrued and unpaid salary owing to members of management, and the expectedamounts thereof, which vary with the closing date as interest continues to accrue on the convertible debenture; (v) the expectationthat the Financing will reduce the Company’s liabilities and increase its shareholders’ equity by an aggregate ofapproximately C$7,600,000 and will satisfy the applicable Nasdaq shareholders’ equity listing standard; (vi) the availabilityof the exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 andthe basis on which they are relied upon; (vii) the filing of the notice of alteration with the Registrar of Companies for theProvince of British Columbia and the effectiveness of the amended and restated special rights and restrictions attaching to thePreferred Shares, including the conversion price of C$5.00 per common share and the circumstances in which that conversion pricemay change; (viii) receipt of the acceptance of the CSE and of all other necessary regulatory and stock exchange approvals; (ix)the expected use of the net cash proceeds of the Financing; (x) the entering into and filing of the registration rights agreementand the filing of a resale registration statement with the SEC within the timelines specified therein; (xi) the anticipated listingand commencement of trading of the Company’s common shares on the Nasdaq Capital Market; and (xii) the Company’s businessstrategy, growth objectives and ability to expand its NaaS operations across Africa.
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Forward-lookingstatements are based on the beliefs, expectations and opinions of management of the Company as of the date of this newsrelease, and on a number of assumptions, including, without limitation, that: the Financing will close on or before August14, 2026 on the terms described herein; the Investor and the other subscribers will fund and complete their respectivesubscriptions; the amount of indebtedness and accounts payable settled in Preferred Shares will be as described herein; thenotice of alteration will be filed and accepted by the Registrar of Companies for the Province of British Columbia prior toclosing; the CSE will accept the Financing and will not require any further change to the pricing or terms of the PreferredShares or the warrants; the Company’s confidential price protection will not expire prior to closing; the Company willsatisfy the Nasdaq shareholders’ equity listing standard on completion of the Financing and will satisfy all otherapplicable Nasdaq initial listing standards; the adjustments made by the Company in calculating its pro formashareholders’ equity and monthly operating burn will be accepted; no material adverse change will occur; and generaleconomic, market and business conditions will not deteriorate.
Forward-lookingstatements are subject to a number of known and unknown risks, uncertainties and other factors that may cause actualresults, performance or achievements to differ materially from those expressed or implied by such forward-looking statements,including, without limitation: (i) the risk that the Financing may not be completed on the terms described herein, or at all,including as a result of the failure to satisfy or obtain a waiver of any condition of closing; (ii) the risk that theFinancing may not be completed on or before August 14, 2026, being the date to which the CSE has extended the Company’sconfidential price protection, in which case the Financing may be required to be repriced and the terms described herein maychange; (iii) the risk that the CSE may not accept the Financing, or may require further changes to the price, the conversionterms of the Preferred Shares or the terms of the warrants; (iv) the risk that the notice of alteration may not be filed oraccepted prior to closing, in which case no Preferred Shares may be issued; (v) the risk that the actual amount ofindebtedness and accounts payable settled in Preferred Shares differs from the amounts described herein, with the result thatthe cash proceeds received by the Company, the number of Preferred Shares issued to the Investor and the number of B Warrantsissued may differ; (vi) the risk that the amount of the convertible debenture settled at closing will differ from the amountdescribed herein because interest continues to accrue at C$1,594.55 per day until the closing date; (vii) the risk that,notwithstanding completion of the Financing, the Company may not satisfy the Nasdaq shareholders’ equity listingstandard or any other applicable Nasdaq initial listing standard, including as a result of continued operating losses or ofNasdaq not accepting the adjustments made by the Company in calculating its pro forma shareholders’ equity; (viii) therisk that the Company’s common shares may not be approved for listing, or may not commence trading, on the NasdaqCapital Market on a timely basis or at all; (ix) the risk that the conditions to closing for the exclusive benefit of theInvestor, including receipt of confirmation from Nasdaq, may not be satisfied or waived; (x) the risk that theexemptions relied upon under MI 61-101 may not be available, or that additional disclosure, a formal valuation or minorityapproval may be required; (xi) the risk that the Company may not satisfy its obligations under the registration rightsagreement within the timelines specified therein, and the consequences of any failure to do so; (xii) dilution to holders ofcommon shares resulting from the conversion of the Preferred Shares, the accrual of paid-in-kind dividends thereon and theexercise of the warrants; (xiii) the risk that the Company may require additional financing following completion of theFinancing, and that such financing may not be available on acceptable terms or at all; (xiv) risks relating to theCompany’s ability to continue to deploy and operate network infrastructure in multiple African jurisdictions, includingregulatory, political, currency, counterparty and operational risks; (xv) fluctuations in the exchange rate between theCanadian dollar and the United States dollar, which affect the amounts presented herein and the Company’s pro formashareholders’ equity as measured against the Nasdaq standard; and (xvi) general economic, market and businessconditions.
Althoughthe Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should notbe placed on forward-looking statements, which are inherently uncertain and are based on information available to management asof the date hereof. Actual results may differ materially. The forward-looking statements contained in this news release are expresslyqualified in their entirety by this cautionary statement. The Company does not undertake any obligation to update publicly orrevise any forward-looking statements, whether as a result of new information, future events or otherwise, except as requiredby applicable securities laws.
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Exhibit99.5
FORM51-102F3
MaterialChange Report
Item1: Name and Address of Company
NuRAN Wireless Inc. (the “Company” or “NuRAN”)
2150 Cyrille-Duquet
Quebec, QC G1N 2G3
Item2: Date of Material Change
August 6, 2026
Item3: News Release
A news release announcing the material change was issued on August 6, 2026, and filed on SEDAR+ at www.sedarplus.ca, a copy of which is attached hereto as Schedule “A”.
Item4: Summary of Material Change
The Company announced that it has increased the aggregate size of its previously announced private placement of Series A convertible preferred shares (the “Financing”) from C$6,500,001 to C$7,600,000, at the request of The Nasdaq Stock Market LLC in connection with the Company’s pending listing application.
Item5: Full Description of Material Change
Increasein the Financing
The institutional investor previously announced (the “Investor”) has agreed, pursuant to an amending agreement to its subscription agreement dated August 5, 2026, to increase its commitment to the Financing to C$7,600,000. The Company’s board of directors has also increased the maximum number of Series A convertible preferred shares (the “Preferred Shares”) authorized for issuance from 1,700,000 to 2,000,000, representing aggregate gross proceeds of up to C$8,500,000 at the subscription price of C$4.25 per Preferred Share. A notice of alteration giving effect to that increase and to the amended terms of the Preferred Shares described below will be filed with the Registrar of Companies for the Province of British Columbia.
The Investor’s subscription amount will be reduced dollar for dollar by the amount of any indebtedness or accounts payable of the Company settled in Preferred Shares by other creditors at closing, such that the aggregate size of the Financing remains C$7,600,000. The Company anticipates issuing an aggregate of approximately 1,788,235 Preferred Shares at closing.
Termsof the Preferred Shares and Conversion Price
The Preferred Shares will be issued at a subscription price of C$4.25 per Preferred Share. The Canadian Securities Exchange (the “CSE”) has confirmed that the Company may rely upon the price of C$5.00 per common share established under its confidential price protection request, and that as no discount may be applied to a convertible security the minimum permitted conversion price is C$5.00 per common share. Accordingly, the conversion terms of the Preferred Shares have been amended so that, the conversion price is C$5.00 per common share, with the result that each Preferred Share is convertible into 0.85 of a common share, subject to adjustments as described in the amended and restated special rights and restrictions of the Series A convertible preferred shares which will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
DebtSettlements
A portion of the aggregate subscription amounts, being approximately C$3.85 million, will be satisfied through the settlement of a convertible debenture of the Company held by the Investor. In addition, the Company will settle approximately C$220,000 of other indebtedness and accounts payable owing to creditors of the Company, and C$518,704 of accrued and unpaid salary owing to three members of the Company’s management, in each case in exchange for Preferred Shares at C$4.25 per Preferred Share. The balance of the Financing, being approximately C$3 million, will be received by the Company in cash. Together, the Financing is expected to reduce the Company’s liabilities and increase its shareholders’ equity by an aggregate of approximately C$7,600,000, which the Company expects will satisfy the applicable Nasdaq shareholders’ equity listing standard.
RelatedParty Transaction
The participation in the Financing by Francis Létourneau, 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 C$518,704 of accrued and unpaid salary, constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements 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 of the consideration for, the transaction insofar as it involves interested parties exceeds 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days before the anticipated closing because the participation of the related parties was not finalized until shortly before closing and the Company deemed it reasonable to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable timeframe. Each related party will receive Preferred Shares and B Warrants on the same terms as to price as the other participants, and is not entitled to any registration rights.
Closing
The Financing is expected to close on or before August 14, 2026, subject to the satisfaction or waiver of customary closing conditions, including the filing and acceptance of the notice of alteration, receipt of the acceptance of the CSE and receipt of all necessary regulatory approvals.
Item6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
NuRAN Wireless Inc.
Francis Letourneau, Director and CEO
Tel: (418) 264-1337
Item9: Date of Report
This report is dated as of August 7, 2026
SCHEDULE“A”
Please see attached.
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Forimmediate release
NuRANWireless Increases Series A Preferred Share Financing to C$7.6 Million and Announces Debt Settlements
Quebec,QC, Canada, August 6, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that, further to its news release dated August 4, 2026, it has increased the aggregate size of its previously announced private placement of Series A convertible preferred shares (the “Financing”) from C$6,500,001 to C$7,600,000, at the request of The Nasdaq Stock Market LLC in connection with the Company’s pending listing application. All amounts in this news release are in Canadian dollars.
Increasein the Financing
The institutional investor previously announced (the “Investor”) has agreed, pursuant to an amending agreement to its subscription agreement dated August 5, 2026, to increase its commitment to the Financing to C$7,600,000. The Company’s board of directors has also increased the maximum number of Series A convertible preferred shares (the “Preferred Shares”) authorized for issuance from 1,700,000 to 2,000,000, representing aggregate gross proceeds of up to C$8,500,000 at the subscription price of C$4.25 per Preferred Share. A notice of alteration giving effect to that increase and to the amended terms of the Preferred Shares described below will be filed with the Registrar of Companies for the Province of British Columbia.
The Investor’s subscription amount will be reduced dollar for dollar by the amount of any indebtedness or accounts payable of the Company settled in Preferred Shares by other creditors at closing, such that the aggregate size of the Financing remains C$7,600,000. The Company anticipates issuing an aggregate of approximately 1,788,235 Preferred Shares at closing.
Termsof the Preferred Shares and Conversion Price
The Preferred Shares will be issued at a subscription price of C$4.25 per Preferred Share. The Canadian Securities Exchange (the “CSE”) has confirmed that the Company may rely upon the price of C$5.00 per common share established under its confidential price protection request, and that as no discount may be applied to a convertible security the minimum permitted conversion price is C$5.00 per common share. Accordingly, the conversion terms of the Preferred Shares have been amended so that, the conversion price is C$5.00 per common share, with the result that each Preferred Share is convertible into 0.85 of a common share, subject to adjustments as described in the amended and restated special rights and restrictions of the Series A convertible preferred shares which will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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DebtSettlements
A portion of the aggregate subscription amounts, being approximately C$3.85 million, will be satisfied through the settlement of a convertible debenture of the Company held by the Investor. In addition, the Company will settle approximately C$220,000 of other indebtedness and accounts payable owing to creditors of the Company, and C$518,704 of accrued and unpaid salary owing to three members of the Company’s management, in each case in exchange for Preferred Shares at C$4.25 per Preferred Share. The balance of the Financing, being approximately C$3 million, will be received by the Company in cash. Together, the Financing is expected to reduce the Company’s liabilities and increase its shareholders’ equity by an aggregate of approximately C$7,600,000, which the Company expects will satisfy the applicable Nasdaq shareholders’ equity listing standard.
RelatedParty Transaction
The participation in the Financing by Francis Létourneau, 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 C$518,704 of accrued and unpaid salary, constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements 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 of the consideration for, the transaction insofar as it involves interested parties exceeds 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days before the anticipated closing because the participation of the related parties was not finalized until shortly before closing and the Company deemed it reasonable to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable timeframe. Each related party will receive Preferred Shares and B Warrants on the same terms as to price as the other participants, and is not entitled to any registration rights.
Closing
The Financing is expected to close on or before August 14, 2026, subject to the satisfaction or waiver of customary closing conditions, including the filing and acceptance of the notice of alteration, receipt of the acceptance of the CSE and receipt of all necessary regulatory approvals.
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AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
AdditionalInformation:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian andUnited States securities legislation (collectively, “forward-looking statements”). Forward-looking statements areoften, but not always, identified by the use of words such as “anticipates,” “expects,” “intends,”“plans,” “believes,” “seeks,” “estimates,” “projects,” “targets,”“will,” “may,” “would,” “could,” “should” and similar expressions,or by statements that certain actions, events or results may, could, would or will be taken, occur or be achieved. All statementsother than statements of historical fact are forward-looking statements.
Forward-lookingstatements in this news release include, without limitation, statements regarding: (i) the anticipated completion of the Financing,the timing thereof and the expectation that closing will occur on or before August 14, 2026; (ii) the aggregate size of the Financing,the number of Preferred Shares, A Warrants and B Warrants to be issued, the allocation of the aggregate subscription amount betweencash and the settlement of indebtedness and accounts payable, and the number of common shares issuable on conversion of the PreferredShares and on exercise of the warrants; (iii) the reduction of the Investor’s subscription amount, dollar for dollar, bythe amount of any indebtedness or accounts payable settled in Preferred Shares by other creditors at closing, and the expectationthat the aggregate size of the Financing will remain C$7,600,000; (iv) the anticipated settlement of the convertible debenture,of other indebtedness and accounts payable, and of accrued and unpaid salary owing to members of management, and the expectedamounts thereof, which vary with the closing date as interest continues to accrue on the convertible debenture; (v) the expectationthat the Financing will reduce the Company’s liabilities and increase its shareholders’ equity by an aggregate ofapproximately C$7,600,000 and will satisfy the applicable Nasdaq shareholders’ equity listing standard; (vi) the availabilityof the exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 andthe basis on which they are relied upon; (vii) the filing of the notice of alteration with the Registrar of Companies for theProvince of British Columbia and the effectiveness of the amended and restated special rights and restrictions attaching to thePreferred Shares, including the conversion price of C$5.00 per common share and the circumstances in which that conversion pricemay change; (viii) receipt of the acceptance of the CSE and of all other necessary regulatory and stock exchange approvals; (ix)the expected use of the net cash proceeds of the Financing; (x) the entering into and filing of the registration rights agreementand the filing of a resale registration statement with the SEC within the timelines specified therein; (xi) the anticipated listingand commencement of trading of the Company’s common shares on the Nasdaq Capital Market; and (xii) the Company’s businessstrategy, growth objectives and ability to expand its NaaS operations across Africa.
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Forward-lookingstatements are based on the beliefs, expectations and opinions of management of the Company as of the date of this newsrelease, and on a number of assumptions, including, without limitation, that: the Financing will close on or before August14, 2026 on the terms described herein; the Investor and the other subscribers will fund and complete their respectivesubscriptions; the amount of indebtedness and accounts payable settled in Preferred Shares will be as described herein; thenotice of alteration will be filed and accepted by the Registrar of Companies for the Province of British Columbia prior toclosing; the CSE will accept the Financing and will not require any further change to the pricing or terms of the PreferredShares or the warrants; the Company’s confidential price protection will not expire prior to closing; the Company willsatisfy the Nasdaq shareholders’ equity listing standard on completion of the Financing and will satisfy all otherapplicable Nasdaq initial listing standards; the adjustments made by the Company in calculating its pro formashareholders’ equity and monthly operating burn will be accepted; no material adverse change will occur; and generaleconomic, market and business conditions will not deteriorate.
Forward-lookingstatements are subject to a number of known and unknown risks, uncertainties and other factors that may cause actualresults, performance or achievements to differ materially from those expressed or implied by such forward-looking statements,including, without limitation: (i) the risk that the Financing may not be completed on the terms described herein, or at all,including as a result of the failure to satisfy or obtain a waiver of any condition of closing; (ii) the risk that theFinancing may not be completed on or before August 14, 2026, being the date to which the CSE has extended the Company’sconfidential price protection, in which case the Financing may be required to be repriced and the terms described herein maychange; (iii) the risk that the CSE may not accept the Financing, or may require further changes to the price, the conversionterms of the Preferred Shares or the terms of the warrants; (iv) the risk that the notice of alteration may not be filed oraccepted prior to closing, in which case no Preferred Shares may be issued; (v) the risk that the actual amount ofindebtedness and accounts payable settled in Preferred Shares differs from the amounts described herein, with the result thatthe cash proceeds received by the Company, the number of Preferred Shares issued to the Investor and the number of B Warrantsissued may differ; (vi) the risk that the amount of the convertible debenture settled at closing will differ from the amountdescribed herein because interest continues to accrue at C$1,594.55 per day until the closing date; (vii) the risk that,notwithstanding completion of the Financing, the Company may not satisfy the Nasdaq shareholders’ equity listingstandard or any other applicable Nasdaq initial listing standard, including as a result of continued operating losses or ofNasdaq not accepting the adjustments made by the Company in calculating its pro forma shareholders’ equity; (viii) therisk that the Company’s common shares may not be approved for listing, or may not commence trading, on the NasdaqCapital Market on a timely basis or at all; (ix) the risk that the conditions to closing for the exclusive benefit of theInvestor, including receipt of confirmation from Nasdaq, may not be satisfied or waived; (x) the risk that theexemptions relied upon under MI 61-101 may not be available, or that additional disclosure, a formal valuation or minorityapproval may be required; (xi) the risk that the Company may not satisfy its obligations under the registration rightsagreement within the timelines specified therein, and the consequences of any failure to do so; (xii) dilution to holders ofcommon shares resulting from the conversion of the Preferred Shares, the accrual of paid-in-kind dividends thereon and theexercise of the warrants; (xiii) the risk that the Company may require additional financing following completion of theFinancing, and that such financing may not be available on acceptable terms or at all; (xiv) risks relating to theCompany’s ability to continue to deploy and operate network infrastructure in multiple African jurisdictions, includingregulatory, political, currency, counterparty and operational risks; (xv) fluctuations in the exchange rate between theCanadian dollar and the United States dollar, which affect the amounts presented herein and the Company’s pro formashareholders’ equity as measured against the Nasdaq standard; and (xvi) general economic, market and businessconditions.
Althoughthe Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should notbe placed on forward-looking statements, which are inherently uncertain and are based on information available to management asof the date hereof. Actual results may differ materially. The forward-looking statements contained in this news release are expresslyqualified in their entirety by this cautionary statement. The Company does not undertake any obligation to update publicly orrevise any forward-looking statements, whether as a result of new information, future events or otherwise, except as requiredby applicable securities laws.
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Exhibit 99.6
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PRESS RELEASE |
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Forimmediate release
NuRANWireless Receives Nasdaq Approval to List on The Nasdaq Capital Market; Trading Expected to Commence August 17, 2026 and C$7.6Million Financing to Close August 14, 2026
Quebec,QC, Canada, August 13, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that it has received an approval letter from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that Nasdaq has approved the Company’s application to list its common shares on The Nasdaq Capital Market. Nasdaq has reserved the trading symbol “NUR” for the Company’s common shares, and the anticipated date of initial trading on Nasdaq is Monday, August 17, 2026. All amounts in this news release are in Canadian dollars unless otherwise indicated.
Certain administrative items remain to be completed prior to the first day of trading, including payment of the balance of the Nasdaq 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 August 17, 2026 or at all.
ManagementCommentary
“This is a defining moment for NuRAN,” said Francis Létourneau, Director and Chief Executive Officer of NuRAN Wireless. “Listing on Nasdaq opens our story to the deepest capital market in the world and to investors who understand that connecting underserved communities across Africa is both a profound social imperative and a compelling commercial opportunity. We have built a real operating business, met rigorous Canadian disclosure standards and reached a major regulatory milestone on the path to a U.S. listing. I want to thank our shareholders, our partners and our team for their patience and their conviction.”
Closingof the C$7.6 Million Financing
Further to the Company’s news releases dated August 4, 2026 and August 6, 2026, the completion of the Company’s C$7,600,000 private placement of Series A convertible preferred shares (the “Financing”) was conditional upon the Company having received confirmation from Nasdaq that its common shares had been approved for listing and would commence trading on Nasdaq. That condition was for the exclusive benefit of the lead institutional investor in the Financing.
Following receipt of the Nasdaq approval letter, the lead investor has confirmed that the condition is satisfied and has, to the extent required, waived that condition and the requirement that trading on Nasdaq have commenced prior to closing. The lead investor has also waived, on behalf of all holders of Series A convertible preferred shares, any event of default under the terms of those shares arising from trading on Nasdaq commencing after August 14, 2026.
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Accordingly, the Company expects to complete the Financing on Friday, August 14, 2026, prior to the commencement of trading on Nasdaq. The Company will issue a further news release upon closing.
AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
AdditionalInformation:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian andUnited States securities legislation (collectively, “forward-looking statements”). Forward-looking statements areoften, but not always, identified by the use of words such as “anticipates,” “expects,” “intends,”“plans,” “believes,” “seeks,” “estimates,” “projects,” “will,”“may,” “would,” “could,” “should” and similar expressions. All statements otherthan statements of historical fact are forward-looking statements.
Forward-lookingstatements in this news release include, without limitation, statements regarding: (i) the anticipated commencement of tradingof the common shares on The Nasdaq Capital Market on August 17, 2026; (ii) the anticipated completion of the Financing on August14, 2026 and the timing thereof; (iii) the aggregate size of the Financing, the number of preferred shares and warrants to beissued, the allocation of the subscription amount between cash and the settlement of indebtedness and accounts payable, and thenumber of common shares issuable on conversion; (iv) the expectation that the Financing will reduce the Company’s liabilitiesand increase its shareholders’ equity by approximately C$7,600,000; (v) the completion of the administrative items requiredprior to the first day of trading, including payment of the balance of the Nasdaq entry fee and the filing of the Nasdaq certification;(vi) the continued listing of the common shares on the CSE, OTC Markets and the Frankfurt Stock Exchange; and (vii) the Company’sbusiness strategy, growth objectives and ability to expand its NaaS operations across Africa.
Forward-lookingstatements are based on the beliefs, expectations and opinions of management as of the date of this news release and on a numberof assumptions, including that the Financing will close on August 14, 2026 on the terms described herein; that all subscriberswill fund and complete their subscriptions; that the administrative items required by Nasdaq prior to the first day of tradingwill be completed in time; that Nasdaq will not withdraw its approval; that the Company will continue to satisfy all applicableNasdaq initial and continued listing requirements; and that general economic, market and business conditions will not deteriorate.
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Forward-lookingstatements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially,including, without limitation: (i) the risk that trading on Nasdaq does not commence on August 17, 2026 or at all; (ii) the riskthat Nasdaq withdraws or modifies its approval, including under Nasdaq Rule 5205(e), if any information previously provided toNasdaq becomes inaccurate or if there is a material change to such information; (iii) the risk that the Financing is not completedon the terms described herein, or at all, including as a result of the failure to satisfy or obtain a waiver of any conditionof closing; (iv) the risk that the amount of indebtedness and accounts payable actually settled, and therefore the cash proceedsreceived by the Company and the number of preferred shares and warrants issued, differ from the amounts described herein; (v)the risk that the Company does not satisfy the continued listing requirements of Nasdaq or the CSE; (vi) dilution to holders ofcommon shares arising from the conversion of the preferred shares, the accrual of paid-in-kind dividends thereon and the exerciseof the warrants; (vii) the risk that the Company requires additional financing following completion of the Financing and thatsuch financing is not available on acceptable terms or at all; (viii) risks relating to the Company’s ability to continueto deploy and operate network infrastructure in multiple African jurisdictions, including regulatory, political, currency, counterpartyand operational risks; and (ix) general economic, market and business conditions.
Althoughthe Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should notbe placed on forward-looking statements, which are inherently uncertain and are based on information available to management asof the date hereof. The forward-looking statements contained in this news release are expressly qualified in their entirety bythis cautionary statement. The Company does not undertake any obligation to update publicly or revise any forward-looking statements,whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
NeitherNasdaq, the CSE, nor any securities regulatory authority has approved or disapproved of the contents of this press release.
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Exhibit 99.7
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PRESS RELEASE |
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Forimmediate release
Notfor distribution to United States newswire services or for dissemination in the United States.
NuRANWireless Closes $7.6 Million Financing
Quebec,QC, Canada, August 14, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (CSE: NUR) (OTC: NRRWF) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that it has completed its previously announced private placement of Series A convertible preferred shares (the “Preferred Shares”) for aggregate consideration of $7,600,000 (the “Financing”).
Certain administrative items remain to be completed prior to the first day of trading, including payment of the balance of the Nasdaq 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 August 17, 2026 or at all.
ManagementCommentary
“Closing this financing completes the balance sheet work that made our Nasdaq listing possible,” said Francis Létourneau, 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.”
Termsof 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 $7,600,000 was satisfied as follows:
| • | approximately<br> $3,862,143 through the settlement and extinguishment of a convertible debenture of the<br> Company held by the lead institutional investor in the Financing; |
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| • | $518,704<br> through the settlement of accrued and unpaid salary owing to three members of the Company’s<br> management; |
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| • | $219,153<br> through the settlement of other indebtedness and accounts payable owing to suppliers<br> and other creditors of the Company and its subsidiaries; and |
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| • | the<br> balance of $3,000,000 in cash. |
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On completion, the Financing has reduced the Company’s liabilities and increased its shareholders’ equity by an aggregate of approximately C$7,600,000. The net cash proceeds will be used for the ongoing 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 $10.00 per common share for a period of four years, and 1,588,233 B warrants, each exercisable at $5.00 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.
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The securities issued under the Financing are subject to a statutory hold period in Canada expiring on December 15, 2026.
The securities issued under the Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
RelatedParty Transaction
The participation in the Financing by Francis Létourneau, 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 C$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 (“MI61-101”). 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% 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 timeframe.
AboutNuRAN Wireless
NuRAN Wireless (CSE: NUR) (OTC: NRRWF) (FSE: 1RN) 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. Bridgingthe Digital Divide, One Connection at a Time.
AdditionalInformation:
For further information about NuRAN Wireless: www.nuranwireless.com
Francis Létourneau,
Director and CEO
Tel: (418) 264-1337
Forward-LookingStatements
Thisnews release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian andUnited States securities legislation (collectively, “forward-looking statements”). Forward-looking statements areoften, but not always, identified by the use of words such as “anticipates,” “expects,” “intends,”“plans,” “believes,” “seeks,” “estimates,” “projects,” “will,”“may,” “would,” “could,” “should” and similar expressions. All statements otherthan statements of historical fact are forward-looking statements.
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Forward-lookingstatements in this news release include, without limitation, statements regarding: (i) the anticipated commencement of tradingof the common shares on The Nasdaq Capital Market on August 17, 2026 and the completion of the administrative items required priorto the first day of trading; (ii) the expectation that the Financing has reduced the Company’s liabilities and increasedits shareholders’ equity by approximately C$7,600,000; (iii) the expected use of the net cash proceeds of the Financing;(iv) the number of common shares issuable on conversion of the Preferred Shares and on exercise of the warrants, and the circumstancesin which the conversion price may change; (v) the availability of the exemptions relied upon under MI 61-101; (vi) the filingof a resale registration statement with the United States Securities and Exchange Commission under the registration rights agreementwithin the timelines specified therein; (vii) the continued listing of the common shares on the CSE, OTC Markets and the FrankfurtStock Exchange; and (viii) the Company’s business strategy, growth objectives and ability to expand its NaaS operationsacross Africa.
Forward-lookingstatements are based on the beliefs, expectations and opinions of management as of the date of this news release and on a numberof assumptions, including that the administrative items required by Nasdaq prior to the first day of trading will be completedin time; that Nasdaq will not withdraw or modify its approval; that the Company will continue to satisfy all applicable Nasdaqinitial and continued listing requirements; that no event of default will occur under the terms of the Preferred Shares; and thatgeneral economic, market and business conditions will not deteriorate.
Forward-lookingstatements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially,including, without limitation: (i) the risk that trading on Nasdaq does not commence on August 17, 2026 or at all; (ii) the riskthat Nasdaq withdraws or modifies its approval, including under Nasdaq Rule 5205(e), if any information previously provided toNasdaq becomes inaccurate or if there is a material change to such information; (iii) the risk that the Company does not satisfythe continued listing requirements of Nasdaq or the CSE; (iv) dilution to holders of common shares arising from the conversionof the Preferred Shares, the accrual of paid-in-kind dividends thereon, the increase in the number of common shares issuable onconversion upon the common shares ceasing to be listed on the CSE, and the exercise of the warrants; (v) the ranking of the PreferredShares senior to the common shares as to dividends and on a liquidation, and the protective provisions attaching thereto whichrestrict the Company from incurring indebtedness and from creating securities ranking senior to or on a parity with the PreferredShares without the consent of holders of at least 67% of the Preferred Shares; (vi) the risk that the Company requires additionalfinancing and that such financing is not available on acceptable terms or at all; (vii) the risk that the Company does not satisfyits obligations under the registration rights agreement within the timelines specified therein; (viii) risks relating to the Company’sability to continue to deploy and operate network infrastructure in multiple African jurisdictions, including regulatory, political,currency, counterparty and operational risks; and (ix) general economic, market and business conditions.
Althoughthe Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should notbe placed on forward-looking statements, which are inherently uncertain and are based on information available to management asof the date hereof. The forward-looking statements contained in this news release are expressly qualified in their entirety bythis cautionary statement. The Company does not undertake any obligation to update publicly or revise any forward-looking statements,whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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