Indicate by check mark whether the
Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit
99.1
FORM
51-102F3
Material
Change Report
Item
1: Name and Address of Company
NuRAN
Wireless Inc. (the “Company” or “NuRAN”)
2150
Cyrille-Duquet
Quebec,
QC G1N 2G3
Item
2: Date of Material Change
August
14, 2026
Item
3: News Release
A
news release announcing the material change was issued on August 14, 2026, and filed on SEDAR+ at www.sedarplus.ca, a copy of which is
attached hereto as Schedule “A”.
Item
4: Summary of Material Change
The
Company announced that it has completed its previously announced private placement of Series A convertible preferred shares (the “Preferred
Shares”) for aggregate consideration of $7,600,000 (the “Financing”).
Item
5: Full Description of Material Change
The
Company issued an aggregate of 1,788,233 Preferred Shares at a price of $4.25 per Preferred Share. The aggregate subscription amount
of $7,600,000 was satisfied as follows:
| | • | approximately
$3,862,143 through the settlement and extinguishment of a convertible debenture of the Company
held by the lead institutional investor in the Financing; |
| | • | $518,704
through the settlement of accrued and unpaid salary owing to three members of the Company’s
management; |
| | • | $219,153
through the settlement of other indebtedness and accounts payable owing to suppliers and
other creditors of the Company and its subsidiaries; and |
| | • | the
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$7,600,000. The net cash proceeds will be used for the ongoing development of the Company’s business and for general
working capital purposes.
In
connection with the Financing the Company also issued 200,000 A warrants, each exercisable to acquire one common share at $10.00 per
common share for a period of four years, and 1,588,233 B warrants, each exercisable at $5.00 per common share for a period of five years.
The Company and the lead investor have entered into a registration rights agreement in respect of the common shares issuable on conversion
of the Preferred Shares and on exercise of the B warrants.
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.
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$518,704 of
accrued and unpaid salary owing to them, constituted a “related party transaction” within the meaning of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied
on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101,
on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction
insofar as it involved interested parties exceeded 25% of the Company’s market capitalization. The Company did not file a material
change report at least 21 days before the closing of the related party transaction because the participation of the related parties was
not finalized until shortly before closing and the Company deemed it reasonable in the circumstances to proceed on an expedited basis
in order to satisfy the Nasdaq listing requirements within the applicable timeframe. The Financing was previously approved by the board
of directors of the Corporation, including disinterested directors. No special committee was established in connection with the Financing,
and no materially contrary view was expressed or made by any directors.
Immediately
prior to the closing of the Financing, Mr. Létourneau owned, directly and indirectly, and had control and direction over 7,967 Common
Shares and 1,333 Common Shares convertible on exercise of 1,333 stock options, representing approximately 0.06% of the then issued and
outstanding Common Shares on a nondiluted basis and approximately 0.07% on a partially diluted basis. Following the closing of the Financing,
Mr. Létourneau beneficially owns, directly and indirectly, and has control and direction over 7,967 Common Shares, 1,333 Common
Shares convertible on exercise of 1,333 stock options, and 60,307 Preferred Shares convertible into 51,260 Common Shares, assuming the
Company is still listed on the Canadian Securities Exchange and there is no Event of Default or accrued PIK (as defined in the articles)
affecting the calculation, representing approximately 0.45% of the issued and outstanding Common Shares on a non-diluted basis and approximately
0.46% on a partially diluted basis.
Immediately
prior to the closing of the Financing, Mr. Bailey owned, directly and indirectly, and had control and direction over 3,042 Common Shares,
representing approximately 0.02% of the then issued and outstanding Common Shares. Following the closing of the Financing, Mr. Bailey
beneficially owns, directly and indirectly, and has control and direction over 3,042 Common Shares and 27,278 Preferred Shares convertible
into 23,186 Common Shares, assuming the Company is still listed on the Canadian Securities Exchange and there is no Event of Default
or accrued PIK (as defined in the articles) affecting the calculation, representing approximately 0.23% of the issued and outstanding
Common Shares.
Immediately
prior to the closing of the Financing, Mr. Parsons did not own any securities of the Company. Following the closing of the Financing,
Mr. Parsons beneficially owns, directly and indirectly, and has control and direction over 34,463 Preferred Shares convertible into 29,294
Common Shares, assuming the Company is still listed on the Canadian Securities Exchange and there is no Event of Default or accrued PIK
(as defined in the articles) affecting the calculation, representing approximately 0.22% of the issued and outstanding Common Shares.
Item
6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not
applicable.
Item
7: Omitted Information
No
information has been omitted on the basis that it is confidential information.
Item
8: Executive Officer
For
additional information with respect to this material change, the following person may be contacted:
NuRAN
Wireless Inc.
Francis
Letourneau, Director and CEO
info@nuranwireless.com
Tel:
(418) 264-1337
Item
9: Date of Report
This
report is dated as of August 19, 2026
