NuRAN Provides Clarification and Corrections Regarding Restructuring Transaction Disclosure

Executive Summary

• NuRAN Wireless announced a restructuring transaction involving the acquisition of Advance Factoring Inc., resulting in a change of control with Factor vendors now holding ~55.8% of outstanding common shares.
• The transaction settled $6,172,629 of debt and issued 12,495,682 Units at $2.89 per Unit, generating cash subscriptions of $5,624,? (combined $2,599,932 + $3,025,068) and extinguishing indebtedness valued at $20,802,303.09.
• The British Columbia Securities Commission has indicated NuRAN is in default of continuous disclosure requirements pending filing of a material change report; the company expects removal from the Issuers in Default List once the filing is completed.

Key Details

• Debt Settlement: $6,172,629 settled via issuance of Units.
• Unit Issuance – Initial Tranche (Dec 22 2025): 10,380,618 Units @ $2.89 per Unit → cash subscriptions $3,025,068; debt settlements $6,172,629; consideration for Factor $20,802,303.09 (7,198,026 Units).
• Unit Issuance – Additional Tranche: 2,115,064 Units @ $2.89 per Unit → cash subscriptions $2,599,932; debt settlements $3,512,627.
• Total Units Issued in Restructuring: 12,495,682 Units at $2.89 per Unit.
• Consideration for Advance Factoring Inc.: $20,802,303.09 paid entirely in common shares (7,198,026 Units).
• Resulting Ownership: Factor vendors now own approximately 55.80% of NuRAN’s outstanding common shares, effecting a change of control.
• Discount Applied: Transaction provided a 23% discount on the amounts owed to the Factor.
• Regulatory Status: BC Securities Commission has advised NuRAN is in default of continuous disclosure obligations under NI 51‑322; company expects to be placed on the Issuers in Default List and removed after filing the required material change report (Form 51‑102F5, section 14.2).
• Future Action: NuRAN is preparing the material change report and intends to remedy the default “as soon as practicable” per securities law requirements.

Notable Quotes

• Francis Létourneau, Director and CEO: “We are actively preparing the required disclosure and remain committed to resolving the default status promptly while continuing to advance our strategic restructuring.”