IQST - IQSTEL ANNOUNCES BINDING MOU TO ACQUIRE 51% INTEREST IN ULTRANET TELECOM GROUP, POSITIONING THE COMPANY ABOVE A HALF-BILLION-DOLLAR REVENUE RUN RATE AND INCREASING NET INCOME FROM OPERATIONS BY 4x

Rhea-AI Summary

IQSTEL (NASDAQ: IQST) signed a binding MOU to acquire a 51% controlling interest in Ultranet Telecom Group, a Ghana-headquartered telecom and technology company operating across Africa and internationally.

The deal is expected to add about $130 million in annual revenue and about $4.5 million in net profit based on Ultranet's FY 2025 audited results, lifting IQSTEL above a $500 million annualized revenue run rate and, according to the company, increasing net income from operations by roughly 4x. About 60% of the consideration is contingent on Ultranet meeting net income targets over 24 months. The parties aim to sign a definitive agreement within 60 days and close in Q3 2026, subject to due diligence and customary conditions.

Positive

• Binding MOU to acquire 51% of Ultranet Telecom Group
• Ultranet projected to add approximately $130 million annual revenue
• Ultranet projected to add approximately $4.5 million net profit
• Pro forma annualized revenue run rate exceeds $500 million
• Net income from operations projected to increase by about 4x
• 60% of consideration tied to future net income performance

Negative

• Transaction still subject to due diligence and definitive agreements
• Financial terms and valuation are not yet disclosed
• 60% contingent consideration introduces execution and performance risk
• Target closing not until Q3 2026, delaying full impact

News Market Reaction – IQST

-11.30% 4.4x vol

13 alerts

-11.30% Session close to close

+31.7% Peak Tracked

-26.2% Trough Tracked

$7.75M Market Cap

4.4x Rel. Volume

In the Jun 4 session, IQST declined 11.30%, reflecting a significant negative market reaction. Argus tracked a peak move of +31.7% during that session. Argus tracked a trough of -26.2% from its starting point during tracking. Our momentum scanner triggered 13 alerts that day, indicating notable trading interest and price volatility. Trading volume was very high at 4.4x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -11.3% in the session following this news. A negative reaction despite this sizabl...

Analysis

The stock dropped -11.3% in the session following this news. A negative reaction despite this sizable Ultranet MOU would fit prior patterns, where acquisition headlines produced an average next-day move near -3.36%. The deal targets about $130 million in revenue and $4.5 million in net profit and is structured with 60% contingent consideration over 24 months, but investors may remain focused on execution risks, integration complexity across roughly 30 countries, and the company’s broader capital needs.

Key Figures

Ultranet revenue contribution: $130 million Ultranet net profit: $4.5 million Stake acquired: 51% interest +5 more

8 metrics

Ultranet revenue contribution $130 million Projected annual revenue based on FY 2025 audited financials

Ultranet net profit $4.5 million Projected annual net profit from FY 2025 audited financials

Stake acquired 51% interest Controlling interest in Ultranet Telecom Group via binding MOU

Contingent consideration 60% of consideration Earn-out tied to Ultranet net income targets over 24 months

Performance period 24 months Net income targets period for contingent consideration

Revenue run rate $500 million+ Annualized revenue run rate IQST expects to surpass with Ultranet

Countries operated 30 countries Expected combined platform footprint across continents

Exclusive SMS gateways 6 agreements Ultranet’s exclusive international SMS gateway deals with African operators

Previous Acquisition Reports

5 past events · Latest: Jul 01 (Positive)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 01	Acquisition closing	Positive	+1.9%	Completion of 51% GlobeTopper acquisition with revenue and EBITDA contribution forecasts.
Jun 11	Acquisition update	Positive	-4.2%	June update confirming GlobeTopper acquisition and reaffirming multi-year revenue targets.
Jun 03	Acquisition interview	Positive	-5.9%	CEO interview detailing GlobeTopper deal and progress toward $1B revenue by 2027.
May 29	Definitive agreement	Positive	-7.8%	Definitive agreement to acquire 51% of GlobeTopper with projected profitable revenue.
Apr 08	M&A strategy update	Positive	-0.8%	Interview outlining M&A-driven path to $1B revenue and GlobeTopper MOU.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition-related headlines have often seen the stock trade weaker afterward, with 4 of the last 5 such events followed by next-day declines despite strategically positive messaging.

Recent Company History

Over the past year, IQST has repeatedly used acquisitions to scale toward its $1 billion revenue goal, notably via the GlobeTopper fintech deal and its progression from MOU to closing. Prior acquisition updates usually highlighted sizable revenue contributions and EBITDA accretion, yet four of five same-tag events saw negative next-day moves. Today’s Ultranet MOU, projecting $130 million revenue and $4.5 million net profit, extends this M&A-driven expansion theme into African telecom infrastructure.

Key Terms

binding memorandum of understanding, net income, revenue run rate, exclusive international sms gateway agreements, +2 more

6 terms

binding memorandum of understanding financial

"today announced a Binding Memorandum of Understanding ("MOU") to acquire a 51% controlling"

A binding memorandum of understanding is a written agreement in which two or more parties set out specific terms and intend those terms to be legally enforceable, rather than merely a preliminary outline. For investors it matters because it signals a stronger commitment, can create enforceable obligations or penalties if parties fail to follow through, and therefore reduces uncertainty about the likelihood, timing and terms of a proposed deal—like a signed deposit that holds parties to the next steps.

net income financial

"contingent upon Ultranet achieving specified net income targets over the next 24 months"

Net income is the amount of money a company keeps after paying all its costs, interest, taxes and one-time charges — effectively the company’s profit “left over” at the end of a reporting period. Investors use it like a report card: it shows whether the business is generating real profit, influences earnings per share and dividend potential, and helps determine valuation and long-term financial health.

View in glossary

revenue run rate financial

"by surpassing a $500 million annualized revenue run rate, further accelerating the company"

Revenue run rate is an annualized estimate of a company's future sales based on its most recent revenue over a short period—for example, multiplying one month’s revenue by 12 to project a year. Investors use it as a quick snapshot of current business momentum, like using a car’s current speed to estimate how far it will travel in a year, but it can be misleading if recent results are unusual or seasonal.

exclusive international sms gateway agreements technical

"portfolio of six exclusive international SMS gateway agreements with leading African mobile"

Agreements that give a company sole rights to use a partner’s system for sending and receiving text messages across countries. Think of it like having the only key to a busy international postal hub: it can create steady, repeatable fees and faster access to foreign markets, but also concentrates risk in one partner and can face rules or technical limits in different countries. Investors watch these deals for revenue predictability, market reach, and dependency or regulatory exposure.

recurring revenue financial

"represent high-barrier-to-entry assets with recurring revenue characteristics and strong"

Revenue that a company expects to receive on a regular, predictable basis from ongoing sources such as subscriptions, service contracts, or repeat customer purchases. It matters to investors because it provides steadier cash flow and makes future earnings easier to forecast—like a landlord collecting monthly rent instead of one-off sales—supporting higher valuations and lower risk when those payments are reliable and customers tend to stay.

form 8-k regulatory

"details will be provided in a Current Report on Form 8-K to be filed with the SEC"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Ultranet Expected to Contribute Approximately $130 Million in Revenue and Approximately $4.5 Million in Net Profit (based on FY 2025 audited financial statements)

NEW YORK, June 4, 2026 /PRNewswire/ -- IQSTEL Inc. (NASDAQ: IQST), a global Connectivity, AI, and Digital Services company, today announced a Binding Memorandum of Understanding ("MOU") to acquire a 51% controlling interest in Ultranet Telecom Group ("Ultranet"), a fast-growing telecom and technology company headquartered in Ghana with operations across Africa and international markets.

The transaction, expected to be the largest acquisition ever performed by IQSTEL, is projected to add approximately $130 million in annual revenue and approximately $4.5 million in net profit based on Ultranet's FY 2025 audited financial statements.

With this acquisition, IQSTEL reaches a major corporate milestone by surpassing a $500 million annualized revenue run rate, further accelerating the company's strategic path toward becoming a $1 billion global technology-driven corporation.

Additionally, 60% of the consideration is contingent upon Ultranet achieving specified net income targets over the next 24 months, aligning the interests of both parties and reinforcing a performance-driven transaction structure.

The parties anticipate that the transaction will support IQSTEL's long-term growth objectives, subject to the completion of due diligence, the negotiation and execution of definitive agreements, and other customary closing conditions.

"In this transaction we are expanding our global footprint and operational scale," said Leandro Iglesias, CEO of IQSTEL. "This is more than an acquisition, it is a strategic partnership combining Ultranet's powerful African telecom platform with IQSTEL's global commercial infrastructure, AI capabilities, and digital services vision. Together, we intend to accelerate Ultranet's Africa growth and launch the Ultranet platform into the Middle East and Asia. Raymond Oppong-Dapaah and his management team will continue leading day-to-day operations and will now have access to greater financial resources, a larger global platform, and expanded technology capabilities to pursue significantly larger opportunities."

Raymond Oppong-Dapaah, CEO and Owner of Ultranet Telecom Group, added: "We were looking for a strategic partner to accelerate our Africa growth and expand into the Middle East and Asia. IQSTEL brings global scale, financial strength, and a strong digital services vision that we believe will take Ultranet to the next level. By partnering with IQSTEL, we gain the ability to accelerate larger projects, enter new regions more quickly, and access a much broader international ecosystem."

Ultranet's Platform and Strategic Assets

Ultranet operates across Ghana, Nigeria, Mali, Burkina Faso, Senegal, and Ivory Coast, with commercial activities in Europe, Asia, and North America.

A key strategic asset of Ultranet is its portfolio of six exclusive international SMS gateway agreements with leading African mobile operators, granting sole international SMS routing rights in their respective markets. These strategic exclusivity agreements represent high-barrier-to-entry assets with recurring revenue characteristics and strong long-term commercial value.

Strategic Advantages of the Combination

The combined platform is expected to operate in approximately 30 countries across 5 continents. IQSTEL believes the transaction creates substantial strategic value through:

• Expanded telecom infrastructure and carrier operations
• Accelerated growth of high-margin Digital Services, AI, and fintech
• Acelerating our presence in  Africa, Middle East, Asia
• Stronger international interconnection capabilities
• Operational synergies and cost efficiencies

Transaction Timeline
The parties are working toward a Definitive Purchase Agreement within 60 days, with a target close in Q3 2026. Financial terms are not being disclosed at this time; additional details will be provided in a Current Report on Form 8-K to be filed with the SEC.

Additional Note: Management Participating in Podcast Today

The CEO of IQSTEL, Leandro Iglesias, and the CFO of IQSTEL, Alvaro Quintana, will be participating today at 11:00 a.m. in the Seth Farbman Podcast to discuss the company's vision and the execution of its business plan.

https://podcasts.apple.com/us/podcast/seth-farbman-on-podcast-from-startup-to-stock-exchange/id1356667808

About Ultranet Telecom Group

Ultranet Telecom Group (www.ultranetgh.com) is a telecommunications and technology company headquartered in Ghana, providing integrated telecom, connectivity, messaging, and technology services across Africa and international markets. Ultranet operates telecom infrastructure and commercial operations across multiple African countries and maintains strategic relationships with major regional telecom operators.

About IQSTEL Inc.

IQSTEL Inc. (NASDAQ: IQST) is a global telecom and technology company operating in 21 countries with over 600 Telecommunication Carrier Interconnections. The company delivers international voice, SMS, messaging, connectivity, and mobile financial services to telecom operators and enterprise customers worldwide. Built through a decade of organic growth and strategic acquisitions, IQSTEL is now expanding into AI-powered communications and cybersecurity through its RealityBorder.com AI Division and Cycurion partnership.

For more information, please visit www.IQSTEL.com.

Official Investors Landing Page: www.landingpage.iqstel.com

Safe Harbor Statement:

Statements in this news release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other information relating to our future activities or other future events or conditions, including statements regarding the expected benefits, timing, and financial impact of the proposed Ultranet transaction. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about our business and the proposed transaction and are subject to risks and uncertainties. Important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others: our ability to successfully complete the proposed acquisition, including obtaining required regulatory approvals from the Ghana NCA and Nigeria NCC and negotiating definitive documentation on acceptable terms; the risk that the transaction may not close or may close on terms different than expected; our ability to integrate Ultranet's operations; Ultranet's ability to achieve the projected revenue and net income targets; our continued ability to pay operating costs and meet demand; competition in the telecom sector; changes in cybersecurity and telecom markets; our ability to develop new products and services; our success with strategic alliances; our ability to comply with applicable regulations; our ability to secure capital when needed; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission.

These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release, and IQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.

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SOURCE iQSTEL

FAQ

What did IQSTEL (NASDAQ: IQST) announce about acquiring Ultranet Telecom Group on June 4, 2026?

IQSTEL announced a binding MOU to acquire a 51% controlling interest in Ultranet Telecom Group. According to IQSTEL, this fast-growing African telecom and technology provider expands its global footprint across Africa, Europe, Asia, and North America.

How will the Ultranet Telecom acquisition impact IQSTEL (IQST) revenue and profit?

The Ultranet deal is projected to add about $130 million in annual revenue and $4.5 million in net profit. According to IQSTEL, these figures are based on Ultranet's FY 2025 audited financial statements and help push its annualized revenue run rate above $500 million.

When is the IQSTEL (IQST) and Ultranet Telecom acquisition expected to close?

IQSTEL and Ultranet are targeting a Q3 2026 closing for the acquisition. According to IQSTEL, the parties aim to finalize a definitive purchase agreement within 60 days, subject to due diligence, negotiations, and other customary closing conditions.

How is the consideration for the IQSTEL (IQST) acquisition of Ultranet Telecom structured?

IQSTEL stated that 60% of the Ultranet acquisition consideration is contingent on achieving specified net income targets over 24 months. According to IQSTEL, this performance-based structure aligns both parties' interests and reinforces a results-focused transaction framework.

What strategic benefits does Ultranet Telecom bring to IQSTEL (IQST) shareholders?

Ultranet adds operations in six African countries and exclusive international SMS gateway agreements with major operators. According to IQSTEL, the combination broadens telecom infrastructure, supports higher-margin digital services, and strengthens international interconnection capabilities across roughly 30 countries on five continents.

How does the Ultranet Telecom deal affect IQSTEL's (IQST) long-term growth targets?

The Ultranet transaction moves IQSTEL above a $500 million annualized revenue run rate, supporting its $1 billion ambition. According to IQSTEL, the expanded platform is expected to accelerate growth in digital services, AI, fintech, and global telecom operations.