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

Rhea-AI Summary

NuRAN (OTC:NRRWF) announced a 1-for-300 share consolidation effective December 9, 2025, subject to final CSE confirmation. The consolidation will reduce issued common shares from 122,830,494 to approximately 409,436 and change the CUSIP/ISIN to 67059X304 / CA67059X3040.

Separately, NuRAN intends to close a Restructuring Transaction where subscribers will convert up to $26,300,000 of debt and invest $3,700,000 for Units priced at the ten-day VWAP after post-consolidation trading. Each Unit = one post-consolidated share plus 0.5 warrant; warrants exercise price = 150% of Issue Price, 5-year term. Proceeds to be used for working capital; securities subject to a statutory four-month-and-one-day hold.

Positive

• Share count reduced from 122,830,494 to ~409,436 post-consolidation
• Up to $26,300,000 of debt to be converted into equity
• Planned $3,700,000 cash raise for working capital

Negative

• Issuance of Units and warrants will materially dilute existing shareholders
• Issue Price tied to ten-day post-consolidation VWAP may permit low-priced issuance
• Warrants exercisable at 150% of Issue Price could add future share supply

Key Figures

Share consolidation ratio: 1-for-300 Pre-consolidation shares: 122,830,494 shares Post-consolidation shares: approximately 409,436 shares +5 more

8 metrics

Share consolidation ratio 1-for-300 Post-consolidation Common Shares for each 300 pre-consolidation shares

Pre-consolidation shares 122,830,494 shares Issued and outstanding before consolidation

Post-consolidation shares approximately 409,436 shares Issued and outstanding after consolidation

Debt to be converted $26,300,000 Maximum debt conversion under Restructuring Transaction

New cash investment $3,700,000 Cash proceeds from Subscribers for Units

Pricing period 10 trading days Ten-day volume weighted average price period for Issue Price

Warrant exercise premium 150% of Issue Price Exercise price per Warrant Share vs Unit Issue Price

Warrant term 5 years Warrants exercisable for five years after issuance

Market Reality Check

Price: $0.0143 Vol: Volume 550 vs 20-day aver...

high vol

$0.0143 Last Close

Volume Volume 550 vs 20-day average 26 (relative volume 21.24x) ahead of the restructuring and share consolidation. high

Technical Shares at 0.0143, trading below the 200-day MA of 9.19 before the consolidation and restructuring details.

Peers on Argus

Peers in Communication Equipment showed mixed moves: HPNN up 20%, VISL up 5.52%,...

Peers in Communication Equipment showed mixed moves: HPNN up 20%, VISL up 5.52%, while DZSI fell 53.56%. With the target up 7.12% and no momentum scanner flags, today’s move appears stock-specific rather than a coordinated sector rotation.

Historical Context

5 past events · Latest: Dec 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Q3 2025 earnings	Neutral	-6.9%	Mixed Q3 results, restructuring approval, BCSC default removal and FEI drawdown.
Nov 03	AGM results	Positive	-2.4%	Shareholder approval of Restructuring Transaction and update on disclosure review.
Sep 12	License approval	Positive	+0.0%	Authorization for DRC infrastructure license enabling access to FEI loan tranche.
Sep 02	Q2 2025 earnings	Negative	-11.0%	Stronger revenue and gross profit but wider net loss and debt‑related costs.
Jul 18	Corporate update	Positive	-3.3%	Video highlighting first positive EBITDA and active debt restructuring talks.

Pattern Detected

Recent NuRAN news, including earnings, licensing wins, and restructuring approvals, has often been followed by flat or negative price reactions, suggesting a pattern of shareholder skepticism toward company announcements.

Recent Company History

Over the last six months, NuRAN has focused on restructuring and operational milestones. Q2 and Q3 2025 results showed growing revenue but persistent net losses and heavy expenses. The company secured a DRC infrastructure license, accessed the FEI facility, and achieved positive EBITDA in Q1 2025. Shareholders approved the Restructuring Transaction on Oct 29, 2025. Despite these steps, prior news around these themes saw share price declines, framing today’s consolidation and debt‑to‑equity plan within a longer balance‑sheet repair effort.

Market Pulse Summary

This announcement outlined a major capital structure reset, pairing a 1-for-300 share consolidation ...

Analysis

This announcement outlined a major capital structure reset, pairing a 1-for-300 share consolidation with a Restructuring Transaction that may convert up to $26,300,000 of debt into equity and raise $3,700,000 in new capital through Units and long-dated warrants. Context from prior releases shows ongoing losses but progress on licenses and financing. Key risks include execution of the agreements and dilution, while investors may watch how the post-consolidation trading and final Issue Price evolve.

Key Terms

cusip, isin, volume weighted average price, warrant, +4 more

8 terms

cusip financial

"the CUSIP and ISIN of the Common Shares will be changed to 67059X304"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

isin financial

"the CUSIP and ISIN of the Common Shares will be changed to 67059X304 and CA67059X3040"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

volume weighted average price financial

"equal to ten-day volume weighted average price of the Common Shares on the CSE"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

warrant financial

"one half of one (1/2) post-consolidated Common Shares purchase warrant (each whole warrant, a "Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

convertible securities financial

"number of Common Shares issuable under any of the Company's outstanding convertible securities"

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

drs advice technical

"they will automatically receive new DRS advice representing the post-Consolidation Common Shares"

DRS advice is a formal notice from a company’s transfer agent or broker confirming that your shares have been placed into the Direct Registration System, meaning the shares are held electronically in your name on the company’s books rather than in a broker’s street name. It matters to investors because it proves direct ownership — like having the deed to a house instead of a rental agreement — which simplifies voting, dividend payments and transfers but can change how quickly you can sell through a broker.

statutory four month and one day hold period regulatory

"The Shares and Warrant Shares are subject to a statutory four month and one day hold period"

A statutory four month and one day hold period is a legal lock-up during which newly issued or privately sold securities cannot be publicly resold for exactly four months plus one day after their issuance or acquisition. For investors this matters because it temporarily reduces the number of shares that can trade, limiting liquidity and potential selling pressure when the lock-up ends—think of it as a quarantine for shares that helps stabilize the market until the restriction lifts.

units financial

"invest $3,700,000 for units of the Company (the "Units"), at a price per Unit"

Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.

AI-generated analysis. Not financial advice.

QUEBEC, QC / ACCESS Newswire / December 5, 2025 / NuRAN Wireless Inc. ("NuRAN" or the "Company") (CSE:NUR)(OTC:NRRWF)(FSE:1RN), a leading provider of mobile and broadband wireless infrastructure, announces that the board of directors of the Company (the "Board") has approved a consolidation of its issued and outstanding common shares ("Common Shares") on the basis of one post-consolidated Common Share for every three hundred (300) pre-consolidated Common Shares (the "Consolidation"). This Consolidation was approved by the Company's shareholders at the shareholders meeting held on October 22, 2025, where shareholder approval was given to undertake a consolidation of the Company's Common Shares at a ratio to be determined by the Board, at its sole discretion, to permit the Corporation to satisfy all conditions and necessary regulatory approvals to list the Common Shares on the NASDAQ, NYSE or such other U.S. national securities exchange as the Board may determine in its sole discretion.

The Board has set December 9, 2025, as the effective date of the Consolidation and anticipates the Common Shares to trade on a post-consolidated basis effective December 9, 2025, subject to final confirmation from the Canadian Securities Exchange (the "CSE").

Upon the completion of the Consolidation, the CUSIP and ISIN of the Common Shares will be changed to 67059X304 and CA67059X3040, respectively. The Company's name and stock symbols shall remain unchanged.

After giving effect to the Consolidation, the Common Shares will be reduced from 122,830,494 to approximately 409,436 Common Shares. No fractional Common Shares will be issued in connection with the Consolidation. Instead, all fractional Common Shares equal to or greater than one-half resulting from the Consolidation will be rounded to the next whole number, otherwise, the fractional Common Share will be cancelled. The exercise price and/or conversion price and number of Common Shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted in connection with the Consolidation.

The Consolidation is being conducted on a "push-out" basis. Shareholders of the Company without physical share certificates do not need to take any action with respect to the Consolidation, as they will automatically receive new DRS advice representing the post-Consolidation Common Shares.

Update on the Restructuring Transaction

In connection with the Restructuring Transaction, which was approved by the Company's shareholders at the shareholders meeting held on October 29, 2025, the Company intends to finalize settlement agreements and subscription agreements (together, the "Restructuring Agreements") with debt holders and new investors (together, the "Subscribers") relating to the Restructuring Transaction to be effective as of the Restructuring Closing Date (as defined below).

As discussed in the Company circular dated September 9, 2025, and the Company's news release dated September 26, 2025, the Restructuring Agreements are designed to ensure that sufficient debt of the Company will be converted to equity to increase the shareholder deficit on the Company's balance sheet and raise additional funds for the Company.

In connection with the Restructuring Transaction, the Subscribers will agree to convert up to $26,300,000 of debt and invest $3,700,000 for units of the Company (the "Units"), at a price per Unit (the "Issue Price") equal to ten-day volume weighted average price of the Common Shares on the CSE, for the first ten trading days during which the post-consolidated Common Share trade on a post-Consolidation basis, subject to the floor price, if required, by the CSE's policies. The effective closing date (the "Restructuring Closing Date") for the Restructuring Agreements will be following market close on the day when the Issue Price is determined.

Each Unit will consist of: (i) one post-consolidated Common Share, and (ii) one half of one (1/2) post-consolidated Common Shares purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder thereofto acquire one post-consolidated Common Share (each, a "Warrant Share") at an exercise price of 150% of the Issue Price per Warrant Share until 5:00 p.m. (Vancouver time) on the date of expiration of the Warrant, which is five (5) years following the date of issuance.

The cash proceeds raised from the Restructuring Transaction will be used by the Company for working capital purposes. The Shares and Warrant Shares are subject to a statutory four month and one day hold period, and such further restrictions as may apply under foreign securities laws.

Additional Demand for Units

Following the announcement of the Restructuring Transaction, the Company was approached by additional debt holders, service providers, and potential investors, who expressed willingness to participate in the Restructuring Transaction, which was already fully allocated. As such, following the closing of the Restructuring Transaction, the Company may settle additional debt and payables, and/or raise additional equity, concurrent to or following the Restructuring Closing Date, by issuing Units at the Issue Price.

About NuRAN Wireless:

NuRAN Wireless is a leading rural telecommunications company that meets the growing demand for wireless network coverage in remote and rural regions around the globe. With its affordable and innovative scalable solutions of 2G, 3G, and 4G technologies, NuRAN Wireless offers a new possibility for more than one billion people to communicate effectively over long distances efficiently and affordably. "Bridging the Digital Divide, One Connection at a Time."

Additional Information:

For further information about NuRAN Wireless: www.nuranwireless.com

Francis Létourneau,
Director and CEO
Francis.letourneau@nuranwireless.com
Tel: (418) 264-1337

Frank Candido
Investor relations
Frank.candido@nuranwireless.com
Tel: (514) 969-5530

Forward Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "expects", "is expected", "anticipates", "intends", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include those relating to completion of the Consolidation, and timing and effect thereof, to completion of the Restructuring Transaction, and timing and effect thereof, to completion of the additional demand for Units, and timing and effect thereof.

Forward-looking statements are not a guarantee of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, such as, the risk that the Company will not complete the Consolidation; the risk that the Company will not complete the Restructuring Transaction; the risk that the Company will not complete the additional demand for Units; uncertainties and risks relating to NuRAN's business and the economy generally; NuRAN's ability to collect fees from our telecommunication providers and reliance on the network of our telecommunications providers, the capacity of the Company to deliver in a technical capacity and to import inventory to Africa at a reasonable cost; NuRAN's ability to obtain project financing for the proposed site build out under its NaaS agreements with Orange, MTN and other telecommunication providers, the loss of one or more significant suppliers or a reduction in significant volume from such suppliers; NuRAN's ability to meet or exceed customers' demand and expectations; significant current competition and the introduction of new competitors or other disruptive entrants in the Company's industry; effects of the global supply shortage affecting parts needed for NuRAN's sites and site installations; NuRAN's ability to retain key employees and protect its intellectual property; compliance with local laws and regulations and ability to obtain all required permits for our operations, access to the credit and capital markets, changes in applicable telecommunications laws or regulations or changes in license and regulatory fees, downturns in customers' business cycles; and insurance prices and insurance coverage availability, the Company's ability to effectively maintain or update information and technology systems; our ability to implement and maintain measures to protect against cyberattacks and comply with applicable privacy and data security requirements; the Company's ability to successfully implement its business strategies or realize expected cost savings and revenue enhancements; business development activities, including acquisitions and integration of acquired businesses; the Company's expansion into markets outside of Canada and the operational, competitive and regulatory risks facing the Company's non-Canadian based operations. Accordingly, readers should not place undue reliance on forward looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis that is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

SOURCE: NuRAN Wireless Inc.

View the original press release on ACCESS Newswire

FAQ

What is the NuRAN (NRRWF) share consolidation ratio and effective date?

NuRAN will consolidate on a 1-for-300 basis, effective December 9, 2025, subject to CSE confirmation.

How many NuRAN (NRRWF) shares will exist after the consolidation?

The issued common shares will be reduced from 122,830,494 to approximately 409,436 post-consolidation.

What are the terms of NuRAN's Restructuring Transaction for NRRWF?

Subscribers will convert up to $26.3M of debt and invest $3.7M for Units priced at the ten-day post-consolidation VWAP.

What does each Unit in the NuRAN (NRRWF) restructuring include?

Each Unit includes one post-consolidated common share and one half warrant (one whole warrant per two Units).

What is the warrant exercise price and term in the NRRWF transaction?

Each whole warrant allows purchase of one post-consolidated share at 150% of the Issue Price, expiring 5 years after issuance.

Will NuRAN (NRRWF) change its ticker or company name after consolidation?

No; the company name and stock symbols will remain unchanged, but the CUSIP/ISIN will change.