NuRAN Closes Interim Private Placement in Preparation for Restructuring Transaction

Rhea-AI Summary

NuRAN Wireless (OTC:NRRWF) closed a non-brokered interim private placement on November 26, 2025, raising CA$300,000 via issuance of 13,636,362 Units at CA$0.022 per Unit. Each Unit includes one common share and one-half warrant; whole warrants will allow purchase of one pre-consolidation share at CA$0.033 until three years from issuance.

The placement is an interim step in a board-approved restructuring providing for debt settlement agreements to convert up to CA$25,000,000 of debt (including accrued interest) into equity or a similar structure, and to raise an additional CA$5,000,000 of equity (or a company-determined ratio). Proceeds will be used for working capital. Shares and warrant shares are subject to a four-month-and-one-day hold and other applicable restrictions.

Management is working with the British Columbia Securities Commission on a Continuous Disclosure Review; both the BCSC and CSE have approved this interim placement, but the broader restructuring remains pending until disclosure obligations are met and the review concludes.

Positive

• Interim financing of CA$300,000 closed on Nov 26, 2025
• Restructuring plan allows conversion of up to CA$25,000,000 debt into equity
• Plan targets an additional CA$5,000,000 equity raise

Negative

• Restructuring and debt conversion remain pending subject to disclosure review
• Issued warrants exercise price is low pre-consolidation CA$0.033, risking dilution
• Shares and warrant shares subject to statutory 4-month+1-day hold period

Key Figures

Private placement proceeds: CA$300,000 Units issued: 13,636,362 units Unit price: CA$0.022 per Unit +5 more

8 metrics

Private placement proceeds CA$300,000 Gross proceeds from non-brokered private placement

Units issued 13,636,362 units Units sold in interim private placement

Unit price CA$0.022 per Unit Pricing of each private placement Unit

Warrant exercise price CA$0.033 per Warrant Share Pre-consolidation exercise price per Warrant Share

Warrant term 3 years Expiry three years after warrant issuance

Debt for equity scope Up to CA$25,000,000 Debt (incl. interest) targeted for conversion or similar treatment

Additional equity raise CA$5,000,000 Equity capital targeted in restructuring transaction

Hold period Four months and one day Statutory hold on Shares and Warrant Shares

Market Reality Check

Price: $0.0143 Vol: Volume 550 is 21.24x the ...

high vol

$0.0143 Last Close

Volume Volume 550 is 21.24x the 20-day average of 26, indicating unusually heavy trading ahead of this financing announcement. high

Technical Shares at 0.0143 are trading well below the 200-day MA of 9.19, highlighting a prolonged downtrend.

Peers on Argus

Peer moves appear idiosyncratic: HPNN up 20%, VISL up 5.52%, while DZSI is down ...

Peer moves appear idiosyncratic: HPNN up 20%, VISL up 5.52%, while DZSI is down 53.56%. With NRRWF up 7.12% and no broad, consistent direction across communication equipment peers, trading looks more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 02 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Q3 2025 earnings	Negative	-6.9%	Nine-month net loss of over $8M alongside restructuring and financing updates.
Nov 03	AGM results	Neutral	-2.4%	Shareholder approval of Restructuring Transaction and disclosure review disclosure.
Sep 12	License authorization	Positive	+0.0%	Authorization of DRC infrastructure license enabling access to FEI loan facility.
Sep 02	Q2 2025 earnings	Negative	-11.0%	Revenue growth but wider net loss driven by debt service and non-cash charges.
Jul 18	Corporate update	Positive	-3.3%	First-ever positive EBITDA in Q1 2025 and ongoing debt restructuring talks.

Pattern Detected

Recent NuRAN headlines, including earnings and operational updates, have often been followed by flat or negative price reactions, even when announcements contained positive operational milestones.

Recent Company History

Over the last several months, NuRAN reported mixed financials and ongoing restructuring efforts. Q2 and Q3 2025 results showed revenue growth at times but persistent net losses and high expenses. The company obtained a key infrastructure license in the DRC and highlighted achieving positive EBITDA in Q1 2025. Shareholders approved a Restructuring Transaction and management has been working through a Continuous Disclosure Review. Today’s interim private placement aligns with this broader push to address debt and liquidity while advancing its network deployments.

Market Pulse Summary

This announcement details an interim non-brokered private placement raising CA$300,000 through 13,63...

Analysis

This announcement details an interim non-brokered private placement raising CA$300,000 through 13,636,362 Units with attached warrants, supporting working capital while NuRAN advances a broader restructuring. The plan targets conversion of up to CA$25,000,000 of debt and an additional CA$5,000,000 equity raise, alongside an ongoing Continuous Disclosure Review. Investors may monitor progress on debt reduction, future financing terms, and any updates from regulators.

Key Terms

private placement, unit, share purchase warrant, warrant, +1 more

5 terms

private placement financial

"has announced the successful closing of a non-brokered private placement financing"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

unit financial

"issuance of 13,636,362 units of the Company (each referred to as a "Unit")"

A unit is a single, indivisible investment instrument sold and traded as one package, often made up of two or more pieces such as a share combined with a warrant or a debt piece. Thinking of it like a combo meal at a restaurant helps: you buy one item that includes separate parts, and each part affects what you own, how you can sell it, and the potential future value or dilution for investors.

share purchase warrant financial

"one common share ... and one half of one (1/2) Share purchase warrant"

A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.

warrant financial

"Each whole Warrant will entitle the holder thereof, following the proposed consolidation"

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.

hold period regulatory

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

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

AI-generated analysis. Not financial advice.

QUEBEC, QC / ACCESS Newswire / November 26, 2025 / NuRAN Wireless Inc. ("NuRAN" or the "Company") (CSE:NUR)(OTC:NRRWF)(FSE:1RN), a leading provider of mobile and broadband wireless infrastructure, has announced the successful closing of a non-brokered private placement financing, raising gross proceeds of CA$ 300,000 (the "Private Placement"). This was accomplished through the issuance of 13,636,362 units of the Company (each referred to as a "Unit") priced at $0.022 per Unit. Each Unit is comprised of (i) one common share in the capital of the Company (each, a "Share") and one half of one (1/2) Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder thereof, following the proposed consolidation (the "Consolidation"), to acquire one pre-Consolidation Share (each, a "Warrant Share") at a pre-Consolidation price of $0.033 per Warrant Share until 5:00 p.m. (Vancouver time) on the date of expiration of the Warrant, which is three (3) years following issuance.

The Private Placement is an interim step in the restructuring transaction approved at the Company's recent Annual General and Special Meeting providing for debt settlement agreements to convert up to CA$ 25,000,000 of debt (inclusive of accrued interest) into equity, or some other form of agreement and structure with similar effect, and raise an additional CA$ 5,000,000 of equity, or such other ratio to be determined by the Company. Proceeds raised from the interim Private Placement 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.

BCSC Continuous Disclosure Review ("CDR")

Management is actively collaborating with the British Columbia Securities Commission ("BCSC") regarding the CDR. Both the BCSC and CSE have approved this interim Private Placement at the current stage. However, the restructuring transaction will remain pending until the Company has fully met its disclosure obligations, and the review is concluded.

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 the Company being able to receive funding from the new potential institutional lenders to refinance and replace most of its outstanding current debt instruments with significantly better terms; the Company's current debt holders potentially restructuring most of their outstanding current debt instruments with significantly better terms; and the Company having sufficient working capital for the duration of the institutional lenders' process. 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 uncertainties regarding include risks such as risks relating to NuRAN's business and the economy generally; NuRAN's ability to refinance its long term debt that is currently in default; NuRAN's ability to adequately restructure its operations with respect to its new model of NaaS service contracts; our 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 did NuRAN (NRRWF) announce on November 26, 2025?

NuRAN closed an interim non-brokered private placement raising CA$300,000 through 13,636,362 Units at CA$0.022 per Unit.

How much debt may NuRAN convert under the proposed restructuring (NRRWF)?

The restructuring provides for conversion of up to CA$25,000,000 of debt (inclusive of accrued interest) into equity or a similar structure.

What are the warrant terms in NuRAN's private placement (NRRWF)?

Each Unit included one-half warrant; whole warrants permit purchase of one pre-consolidation share at CA$0.033 until three years after issuance.

Will the private placement funds be available immediately for NuRAN (NRRWF)?

Proceeds will be used for working capital, but the broader restructuring remains pending until disclosure obligations and the BCSC review are complete.

Are there restrictions on resale of NuRAN shares issued in the placement (NRRWF)?

Yes. Shares and warrant shares are subject to a statutory four-month-and-one-day hold period and any applicable foreign restrictions.

Has the BCSC approved NuRAN's interim private placement (NRRWF)?

Both the British Columbia Securities Commission and the CSE approved the interim private placement at its current stage; the restructuring remains subject to final disclosure review.