NuRAN Announces Intention to Complete Consolidation in Preparation to the Restructuring Transaction

Executive Summary

• NuRAN Wireless’ Board approved a 1‑for‑300 reverse stock split, effective December 9 2025, to facilitate listing on a U.S. exchange.
• The company is finalizing a restructuring transaction that will convert up to $26.3 M of debt to equity and raise an additional $3.7 M for new Units (share + half‑warrant).
• Proceeds from the restructuring are earmarked for working capital; additional demand for Units may lead to further equity raises or debt settlements.

Key Details

• Consolidation Ratio: 1 post‑consolidated Common Share for every 300 pre‑consolidated shares.
• Effective Date: December 9 2025 (subject to CSE confirmation).
• Post‑Consolidation Shares: Approximately 409,436 shares outstanding (down from 122,830,494).
• CUSIP/ISIN Change: New CUSIP 67059X304; ISIN CA67059X3040.
• Fractional Share Treatment: Fractions ≥½ rounded up; fractions <½ cancelled.
• Adjustments to Convertible Securities: Exercise/conversion prices and share counts will be proportionately adjusted.

Restructuring Transaction

• Debt Conversion: Up to $26,300,000 of existing debt converted to equity.
• Equity Raise: $3,700,000 for Units at the “Issue Price.”
• Issue Price Determination: Ten‑day volume‑weighted average price of post‑consolidated shares during the first ten trading days after consolidation, subject to CSE floor price rules.
• Unit Composition: 1 post‑consolidated Common Share + ½ post‑consolidated share purchase warrant (each whole warrant = right to buy 1 share).
• Warrant Terms: Exercise price = 150% of Issue Price; expires five years from issuance; exercisable until 5:00 p.m. Vancouver time on expiration date.
• Use of Proceeds: Working capital purposes only.
• Holding Period: Statutory four‑month and one‑day hold period plus any foreign securities law restrictions.

Additional Demand for Units

• Company received interest from additional debt holders, service providers, and investors after the initial announcement.
• If demand materializes, NuRAN may settle further debt/payables or raise extra equity by issuing additional Units at the same Issue Price, concurrent with or following the Restructuring Closing Date.

Notable Quotes

• Francis Létourneau, Director and CEO: “The consolidation and restructuring transaction position NuRAN to meet regulatory requirements for a U.S. exchange listing while strengthening our balance sheet and providing essential working capital.”

Forward‑looking statements are included in the release; actual results may differ.