NuRAN Wireless Closes $7.6 Million Financing
Rhea-AI Summary
NuRAN Wireless (CSE:NUR)(OTC:NRRWF)(FSE:1RN) closed a previously announced private placement of Series A convertible preferred shares for aggregate consideration of $7,600,000. The company issued 1,788,233 Preferred Shares at $4.25 each, satisfied through debt settlements, salary conversion and new cash.
Approximately $3,862,143 extinguished a convertible debenture, $518,704 settled accrued salaries to three executives, $219,153 reduced other payables, and $3,000,000 was paid in cash. According to NuRAN Wireless, the financing reduced liabilities and increased shareholders’ equity by about C$7.6 million, with net cash for business development and working capital.
The company also issued 200,000 A warrants (exercise price $10.00, four-year term) and 1,588,233 B warrants (exercise price $5.00, five-year term) and entered a registration rights agreement for common shares issuable on conversion of Preferred Shares and exercise of B warrants. The securities are subject to a Canadian hold period expiring December 15, 2026 and are not registered under the U.S. Securities Act. NuRAN Wireless is completing administrative items for a planned Nasdaq listing, but commencement of trading, including on August 17, 2026, is not assured.
Positive
- $7.6 million financing completed via Series A preferred shares
- Liabilities reduced and equity increased by about C$7.6 million
- $3,000,000 in new cash for development and working capital
- Convertible debenture of about $3,862,143 settled in equity
- Management converted $518,704 of accrued salaries into equity
- Suppliers and creditors settled about $219,153 of payables in equity
Negative
- Potential dilution from 1,788,233 preferred shares and associated warrants
- Additional 1,788,233 B and 200,000 A warrants issued
- Nasdaq trading start not assured on August 17, 2026 or thereafter
- Canadian statutory hold period until December 15, 2026 limits liquidity
- U.S. offer and sale restrictions under the U.S. Securities Act apply
- Related party transaction involves $518,704 in executive salary settlements
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QUEBEC, QC / ACCESS Newswire / August 14, 2026 / NuRAN Wireless Inc. ("NuRAN" or the "Company") (CSE:NUR)(OTC PINK:NRRWF)(FSE:1RN), a pioneering rural connectivity company and one of Africa's fastest-growing Network-as-a-Service ("NaaS") operators, is pleased to announce that it has completed its previously announced private placement of Series A convertible preferred shares (the "Preferred Shares") for aggregate consideration of
Certain administrative items remain to be completed prior to the first day of trading, including payment of the balance of the Nasdaq entry fee and the filing of the Nasdaq certification. The commencement of trading on Nasdaq remains subject to the completion of those items and to the Company continuing to satisfy all applicable Nasdaq listing requirements. No assurance can be provided that trading will commence on August 17, 2026 or at all.
Management Commentary
"Closing this financing completes the balance sheet work that made our Nasdaq listing possible," said Francis Létourneau, Director and Chief Executive Officer of NuRAN Wireless. "We have brought in new capital, materially reduced our liabilities, and done so with the support of our lead investor, our management team and our suppliers, each of whom chose to take equity in NuRAN rather than cash. Monday we begin trading on Nasdaq. I want to thank everyone who backed us to get here."
Terms of the Financing
The Company issued an aggregate of 1,788,233 Preferred Shares at a price of
approximately
$3,862,143 t hrough the settlement and extinguishment of a convertible debenture of the Company held by the lead institutional investor in the Financing;$518,704 t hrough the settlement of accrued and unpaid salary owing to three members of the Company's management;$219,153 t hrough the settlement of other indebtedness and accounts payable owing to suppliers and other creditors of the Company and its subsidiaries; andthe balance of
$3,000,000 in cash.
On completion, the Financing has reduced the Company's liabilities and increased its shareholders' equity by an aggregate of approximately C
In connection with the Financing the Company also issued 200,000 A warrants, each exercisable to acquire one common share at
The securities issued under the Financing are subject to a statutory hold period in Canada expiring on December 15, 2026.
The securities issued under the Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Related Party Transaction
The participation in the Financing by Francis Létourneau, Chief Executive Officer and a director of the Company, James Bailey, Chief Financial Officer, and David Christopher Parsons, Chief Technology Officer, by way of the settlement of an aggregate of C
About NuRAN Wireless
NuRAN Wireless (CSE:NUR)(OTC:NRRWF)(FSE:1RN) is a fast-growing, mission-driven rural telecommunications company dedicated to delivering affordable 2G, 3G, and 4G wireless connectivity to remote and underserved communities worldwide. Through its scalable Network-as-a-Service (NaaS) model, NuRAN has deployed networks serving more than one billion people who lack reliable connectivity, driving economic development, digital inclusion, and social transformation across Africa and beyond. 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
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and United States securities legislation (collectively, "forward-looking statements"). Forward-looking statements are often, but not always, identified by the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "projects," "will," "may," "would," "could," "should" and similar expressions. All statements other than statements of historical fact are forward-looking statements.
Forward-looking statements in this news release include, without limitation, statements regarding: (i) the anticipated commencement of trading of the common shares on The Nasdaq Capital Market on August 17, 2026 and the completion of the administrative items required prior to the first day of trading; (ii) the expectation that the Financing has reduced the Company's liabilities and increased its shareholders' equity by approximately C
Forward-looking statements are based on the beliefs, expectations and opinions of management as of the date of this news release and on a number of assumptions, including that the administrative items required by Nasdaq prior to the first day of trading will be completed in time; that Nasdaq will not withdraw or modify its approval; that the Company will continue to satisfy all applicable Nasdaq initial and continued listing requirements; that no event of default will occur under the terms of the Preferred Shares; and that general economic, market and business conditions will not deteriorate.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including, without limitation: (i) the risk that trading on Nasdaq does not commence on August 17, 2026 or at all; (ii) the risk that Nasdaq withdraws or modifies its approval, including under Nasdaq Rule 5205(e), if any information previously provided to Nasdaq becomes inaccurate or if there is a material change to such information; (iii) the risk that the Company does not satisfy the continued listing requirements of Nasdaq or the CSE; (iv) dilution to holders of common shares arising from the conversion of the Preferred Shares, the accrual of paid-in-kind dividends thereon, the increase in the number of common shares issuable on conversion upon the common shares ceasing to be listed on the CSE, and the exercise of the warrants; (v) the ranking of the Preferred Shares senior to the common shares as to dividends and on a liquidation, and the protective provisions attaching thereto which restrict the Company from incurring indebtedness and from creating securities ranking senior to or on a parity with the Preferred Shares without the consent of holders of at least
Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements, which are inherently uncertain and are based on information available to management as of the date hereof. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. The Company does not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE: NuRAN Wireless Inc.
View the original press release on ACCESS Newswire