Nuran's Factoring deal a restructuring transaction

Executive Summary

• Nuran Wireless Inc. issued a clarification and correction regarding its acquisition of Advance Factoring Inc. (Factor), confirming the transaction constitutes a "restructuring transaction" under National Instrument 51-102.
• The company is currently in default of continuous disclosure requirements with the B.C. Securities Commission because it has not yet filed the required Material Change Report (Form 51-102F5) regarding Factor.
• The transaction resulted in a change of control, with the vendors of Factor holding 55.80% of the company's outstanding common shares upon completion.

Key Details

• Transaction Structure: The acquisition of Factor was implemented as a legal and tax-efficient mechanism to settle and extinguish indebtedness, resulting in a 23% discount on amounts owed.
• Total Consideration for Factor: $20,802,303.09.
• Units Issued for Factor: 7,198,026 units at $2.89 per unit.
• Debt Settlements:
  • Total debt settlements completed: $6,172,629.
  • Initial tranche debt settlements: $3,512,627.
• Unit Issuances:
  • Dec 22, 2025 Tranche: 10,380,618 units issued at $2.89 per unit.
    • Cash subscriptions: $3,025,068.
    • Debt settlements: $6,172,629.
    • Acquisition of Factor: $20,802,303.09.
  • Initial Tranche (Correction): 2,115,064 units issued at $2.89 per unit.
    • Cash subscriptions: $2,599,932.
    • Debt settlements: $3,512,627.
• Change of Control: Upon completion, vendors of Factor hold 55.80% of Nuran Wireless' outstanding common shares.
• Regulatory Status: The B.C. Securities Commission has advised that Nuran is in default of continuous disclosure requirements (Notice 51-322) pending the filing of the Material Change Report. The company expects to be added to the issuers in default list until the disclosure is filed.

Notable Quotes

• "The fundamental economic effect of this transaction is equivalent to a debt settlement in which the creditor's claim against the company is extinguished through the issuance of units."
• "The restructuring transaction structure was used as a legal and tax-efficient mechanism to effect the settlement and extinguishment of indebtedness owed by the company, which allowed administrative efficiency and a 23-per-cent discount on the amounts owed."