NuRAN Wireless Increases Series A Preferred Share Financing to C$7.6 Million and Announces Debt Settlements
Rhea-AI Summary
NuRAN Wireless (CSE:NUR, OTC:NRRWF) increased its previously announced private placement of Series A convertible preferred shares from C$6,500,001 to C$7,600,000, at the request of Nasdaq in connection with its pending listing application. An institutional investor amended its subscription to match the increased Financing, while the board raised the authorized Preferred Shares from 1,700,000 to 2,000,000, allowing for up to C$8,500,000 in gross proceeds at C$4.25 per share.
The conversion price was set at C$5.00 per common share, so each Preferred Share is convertible into 0.85 common share, subject to adjustments. About C$3.85 million of a convertible debenture, roughly C$220,000 of other indebtedness, and C$518,704 of accrued management salaries will be settled in Preferred Shares, with the remaining approximately C$3 million received in cash. The transaction is expected to reduce liabilities and increase shareholders’ equity by about C$7.6 million, which the company expects will satisfy Nasdaq’s shareholders’ equity listing standard, with closing targeted on or before August 14, 2026, subject to customary conditions.
Positive
- Financing upsized to C$7.6M to support Nasdaq listing requirements
- Authorized Preferred Shares increased to 2,000,000 for potential proceeds up to C$8.5M
- Approx. C$3.85M debenture converted to equity, reducing debt
- About C$220,000 liabilities and C$518,704 salaries settled in shares
- Roughly C$3M cash proceeds expected from the Financing
- Shareholders’ equity expected to rise by about C$7.6M, aiding Nasdaq equity standard
Negative
- Issuance of about 1,788,235 Preferred Shares implies future equity dilution
- Financing and Nasdaq-related benefits remain conditional on closing and regulatory approvals
- Related party transaction with management relies on MI 61-101 exemptions instead of minority approval
AI-generated analysis. How Rhea-AI works. Not financial advice.
QUÉBEC, QC / ACCESS Newswire / August 7, 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, further to its news release dated August 4, 2026, it has increased the aggregate size of its previously announced private placement of Series A convertible preferred shares (the "Financing") from C
Increase in the Financing
The institutional investor previously announced (the "Investor") has agreed, pursuant to an amending agreement to its subscription agreement dated August 5, 2026, to increase its commitment to the Financing to C
The Investor's subscription amount will be reduced dollar for dollar by the amount of any indebtedness or accounts payable of the Company settled in Preferred Shares by other creditors at closing, such that the aggregate size of the Financing remains C
Terms of the Preferred Shares and Conversion Price
The Preferred Shares will be issued at a subscription price of C
Debt Settlements
A portion of the aggregate subscription amounts, being approximately C
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
Closing
The Financing is expected to close on or before August 14, 2026, subject to the satisfaction or waiver of customary closing conditions, including the filing and acceptance of the notice of alteration, receipt of the acceptance of the CSE and receipt of all necessary regulatory approvals.
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," "targets," "will," "may," "would," "could," "should" and similar expressions, or by statements that certain actions, events or results may, could, would or will be taken, occur or be achieved. 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 completion of the Financing, the timing thereof and the expectation that closing will occur on or before August 14, 2026; (ii) the aggregate size of the Financing, the number of Preferred Shares, A Warrants and B Warrants to be issued, the allocation of the aggregate subscription amount between cash and the settlement of indebtedness and accounts payable, and the number of common shares issuable on conversion of the Preferred Shares and on exercise of the warrants; (iii) the reduction of the Investor's subscription amount, dollar for dollar, by the amount of any indebtedness or accounts payable settled in Preferred Shares by other creditors at closing, and the expectation that the aggregate size of the Financing will remain C
Forward-looking statements are based on the beliefs, expectations and opinions of management of the Company as of the date of this news release, and on a number of assumptions, including, without limitation, that: the Financing will close on or before August 14, 2026 on the terms described herein; the Investor and the other subscribers will fund and complete their respective subscriptions; the amount of indebtedness and accounts payable settled in Preferred Shares will be as described herein; the notice of alteration will be filed and accepted by the Registrar of Companies for the Province of British Columbia prior to closing; the CSE will accept the Financing and will not require any further change to the pricing or terms of the Preferred Shares or the warrants; the Company's confidential price protection will not expire prior to closing; the Company will satisfy the Nasdaq shareholders' equity listing standard on completion of the Financing and will satisfy all other applicable Nasdaq initial listing standards; the adjustments made by the Company in calculating its pro forma shareholders' equity and monthly operating burn will be accepted; no material adverse change will occur; and general economic, market and business conditions will not deteriorate.
Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements, including, without limitation: (i) the risk that the Financing may not be completed on the terms described herein, or at all, including as a result of the failure to satisfy or obtain a waiver of any condition of closing; (ii) the risk that the Financing may not be completed on or before August 14, 2026, being the date to which the CSE has extended the Company's confidential price protection, in which case the Financing may be required to be repriced and the terms described herein may change; (iii) the risk that the CSE may not accept the Financing, or may require further changes to the price, the conversion terms of the Preferred Shares or the terms of the warrants; (iv) the risk that the notice of alteration may not be filed or accepted prior to closing, in which case no Preferred Shares may be issued; (v) the risk that the actual amount of indebtedness and accounts payable settled in Preferred Shares differs from the amounts described herein, with the result that the cash proceeds received by the Company, the number of Preferred Shares issued to the Investor and the number of B Warrants issued may differ; (vi) the risk that the amount of the convertible debenture settled at closing will differ from the amount described herein because interest continues to accrue at C
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. Actual results may differ materially. 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
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