Nuran Wireless board approves 1:300 rollback

Executive Summary

• Nuran Wireless Inc. announced the consolidation of its common shares on a 1-for-300 basis, effective December 9, 2025, to satisfy listing requirements for potential future listing on US exchanges (Nasdaq, NYSE).
• The company is proceeding with a restructuring transaction involving the conversion of debt to equity and new capital raises, with an initial allocation of $26.3 million in debt conversion and $3.7 million in new cash investment.
• New investors and debt holders will receive units consisting of one post-consolidated common share and one-half of one warrant, with the warrant exercise price set at 150% of the issue price.

Key Details

• Share Consolidation:
  • Ratio: 1 post-consolidated common share for every 300 pre-consolidated common shares.
  • Effective Date: December 9, 2025 (subject to final confirmation from the Canadian Securities Exchange).
  • Share Count Reduction: Common shares reduced from 122,830,494 to approximately 409,436.
  • Fractional Shares: No fractional shares issued; fractions >= 0.5 rounded up, < 0.5 cancelled.
  • CUSIP/ISIN Change: New CUSIP 67059X304 and ISIN CA67059X3040.
  • Convertible Securities: Exercise/conversion prices and share counts proportionately adjusted.
• Restructuring Transaction Terms:
  • Debt Conversion: Up to $26.3 million of debt to be converted to equity.
  • New Investment: $3.7 million in cash for units.
  • Issue Price: Equal to the 10-day volume-weighted average price (VWAP) of the common shares on the CSE during the first 10 trading days of post-consolidation trading, subject to any CSE floor price.
  • Closing Date: Following market close on the day the issue price is determined.
• Unit Structure:
  • Each unit consists of:
    • (i) One post-consolidated common share.
    • (ii) One-half of one post-consolidated common share purchase warrant.
  • Warrant Terms:
    • Entitlement: One whole warrant allows acquisition of one post-consolidated common share.
    • Exercise Price: 150% of the issue price per warrant share.
    • Expiration: Five years from the date of issuance.
• Use of Proceeds: Cash proceeds from the restructuring will be used for working capital purposes.
• Hold Period: Shares and warrant shares are subject to a statutory four-month-and-one-day hold period.
• Additional Demand: The company may settle additional debt/payables or raise additional equity by issuing units at the issue price following the initial closing, due to demand from additional debt holders, service providers, and investors.

Notable Quotes

• None explicitly quoted in the text provided.