Nuran Wireless signs credit facility for up to US$10M

The ATM program remains available for future use, but NuRAN says it has no standing sale instructions at current market levels.

Available on EDGAR 10/30/2026 - 10:50 AM EDT Accepted by SEC EDGAR 10/30/2026 - 10:50 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nuran Wireless Inc. (NUR) entered into a revolving credit facility with a maximum principal capacity of US$10 million. It may be used for general working capital and tower construction until January 1, 2028, unless extended by mutual agreement. Advances are subject to funding conditions, limitations and lender rights; the maximum is not cash on hand or necessarily available to draw in full.

The facility is non-convertible and has no conversion rights, warrants or other equity-linked features; no common shares or other equity securities are issuable to the lender under it. It is secured by first-ranking security granted by the company and certain non-African subsidiaries. African operating subsidiaries, their assets and their equity interests are excluded from the security.

NuRAN says no common shares have been sold under its ATM since the program was announced on September 15, 2026. Management says it will make no ATM sales in current market conditions, while the program remains available for future use. Management expects the facility, operating cash flows and other funding sources to be sufficient for 125 additional towers it estimates are needed to achieve positive cash flow from operations; that expectation depends on funding availability, construction and activation, and forecast site revenue and collections.

1 point · 1 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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Positive

• Major pointUS$10 million facility offers non-equity capacity for working capital and tower construction. 1.1× market cap

Negative

• None.

Key Figures

Maximum principal capacity: US$10 million Maturity date: January 1, 2028 Additional towers: 125 towers +3 more

6 metrics

Maximum principal capacity US$10 million Revolving credit facility for working capital and tower construction

Maturity date January 1, 2028 Facility maturity, unless extended by mutual agreement

Additional towers 125 towers Management's estimate of towers required to achieve positive cash flow from operations

Sites under contract More than 5,000 sites Company profile; a portion is built and operating

Additional Cygnum-managed financing US$2 million Separate financing the company expects to announce shortly

AFRIGREEN senior project financing US$12 million Proposed financing

Key Terms

revolving credit facility, first-ranking general security agreement, At-The-Market equity program, Network-as-a-Service

4 terms

revolving credit facility financial

"US$10 million non-convertible revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

first-ranking general security agreement financial

"secured by a first-ranking general security agreement"

A general security agreement is a loan contract in which a borrower grants a lender a security interest over most or all of the borrower’s present and future assets; a first‑ranking general security agreement is one that gives that lender priority ahead of other secured creditors over those pledged assets. Priority is achieved and maintained by steps such as filing or registering the security interest (or taking possession or control where the law allows) and by obtaining subordination waivers from other creditors; actual priority can still be limited by earlier perfected liens, statutory exceptions, or specific local registration rules.

At-The-Market equity program financial

"no common shares have been sold under the At-The-Market equity program"

An at-the-market equity program lets a company sell newly issued shares directly into the open market at the current trading price through a broker, rather than in a single, prearranged block. It provides flexible, on-demand access to cash—like drawing small amounts from a credit line—but increases the number of shares outstanding, which can reduce existing shareholders’ ownership percentage and put downward pressure on the stock price, so investors monitor program size and pacing.

Network-as-a-Service technical

"Through its Network-as-a-Service model"

Network-as-a-service (NaaS) is a way companies obtain and run computer networking — like connectivity, security, and traffic management — as a subscription service rather than buying and maintaining their own hardware. Think of it like renting a utility instead of installing pipes yourself. For investors, NaaS models can mean steadier, recurring revenue, faster customer growth, and lower capital needs for providers, but also greater competition and reliance on service quality.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is NUR's new credit facility?

It has a maximum principal capacity of US$10 million. The amount is not cash on hand or necessarily immediately available in full; NuRAN expects to request advances as funding needs arise, subject to the agreement's procedures, conditions, limitations and lender rights.

Does NUR's US$10 million facility involve equity dilution?

No equity securities are issuable to the lender under the facility. Its terms include no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 000-56857

NURAN WIRELESS INC.

(Registrant)

2150 Cyrille-Duquet Street, Suite 100

Quebec, Quebec, G1N 2G3 Canada

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2 and 99.3 included with this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form F-10 (File No. 333-298508) and shall be deemed to be a part thereof from the date on which this report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

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.

	NURAN WIRELESS INC.
	(Registrant)
Date: October 30, 2026	By	/s/ Francis Letourneau
		Francis Letourneau
		Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1*†		Secured Revolving Credit Agreement dated October 29, 2026
99.2*†		General Security Agreement dated October 29, 2026
99.3		News Release dated October 29, 2026 – Nuran Wireless Secures US$10 Million Non-Dilutive Facility and Confirms no ATM Sales at Current Market Levels

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

† In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information (indicated by “[***]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit 99.1

CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SECURED REVOLVING CREDIT AGREEMENT

THIS AGREEMENT is made as of October 29, 2026 (the “Effective Date”).

AMONG:

NURAN WIRELESS INC., a corporation organized and existing under the laws of the Province of British Columbia, with its principal business address at 2150 Cyrille-Duquet Street, Quebec City, Quebec G1N 2G3 (the “Borrower”)

AND:

[***], a corporation existing under the laws of [***], with an address at [***] (“Lender”)

AND:

Each person executing this Agreement as a Subsidiary Guarantor and identified in Schedule C (collectively, the “Subsidiary Guarantors” and individually a “Subsidiary Guarantor”)

WHEREAS the Borrower has requested and the Lender has agreed to establish a secured revolving credit facility in the maximum principal amount of US$10,000,000 for general working capital, on the terms set out below;

AND WHEREAS the Lender previously advanced [***];

AND WHEREAS each Subsidiary Guarantor will derive direct and indirect benefit from the Credit Facility and has agreed to guarantee the Obligations and grant first-ranking Security over all of its present and after-acquired property, subject to the African Subsidiary carve-out;

NOW THEREFORE, in consideration of the covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Article 1 - INTERPRETATION

1.1 Definitions.

In this Agreement:

“Advance” means each gross principal amount funded or applied at the Borrower’s direction, including any Lender Expenses capitalized and added to the principal amount of an Advance under Section 9.3. For greater certainty, an Advance does not include any Standby Fee, which is capitalized separately under Section 5.3, and the capitalization of Lender Expenses under Section 9.3 does not reduce the cash proceeds otherwise payable to or at the direction of the Borrower in respect of an Advance.

“African Subsidiaries” means each of NuRAN Wireless (Africa) Holding (also known as NuRAN Africa (Holding) Limited), NuRAN Wireless Cameroon Ltd./SARL and NuRAN Wireless DRC SARLU, and each direct or indirect subsidiary of any of them, in each case together with its successors and permitted assigns.

1

“Agreement” means this secured revolving credit agreement among the Borrower, the Lender and the Subsidiary Guarantors, including all Schedules, as amended, supplemented, restated, replaced or otherwise modified from time to time; and “hereto”, “hereof”, “herein”, “hereby” and “hereunder”, and similar expressions, refer to this Agreement and not to any particular Article, Section or other subdivision.

“Applicable Law” means, in respect of any Person, property, transaction or event, all applicable federal, provincial, territorial, state, municipal, foreign and international laws, statutes, regulations, treaties, orders, judgments, decrees, rules, policies having the force of law, guidelines having the force of law, permits and requirements of any Governmental Authority.

“Business Day” means a day other than Saturday or Sunday on which commercial banks are open for business in Toronto, Ontario and [***].

“Capitalized Standby Fee Balance” means, at any time, the aggregate amount of the Standby Fee earned and capitalized under Section 5.3, less amounts applied to that balance under Section 6.5.

“Commitment” means US$10,000,000.

“Credit Facility” means the credit facility established pursuant to Section 3.1, subject to the terms and conditions of this Agreement.

“Cumulative Drawn Amount” means, at any time, the greatest aggregate amount at any time from and after the Effective Date of (a) the principal amount of Advances outstanding, including the Existing Advances and all Lender Expenses capitalized under Section 9.3, plus (b) all accrued and unpaid interest, fees, premiums, costs, expenses and other amounts owing in respect of those Advances, but excluding the Capitalized Standby Fee Balance. For greater certainty, a reborrowing following a repayment counts toward the Cumulative Drawn Amount only to the extent that the aggregate amount described in clauses (a) and (b) then outstanding exceeds the Cumulative Drawn Amount previously attained.

“Debtor” means the Borrower or any Subsidiary Guarantor that grants Security under a Loan Document.

“Default” means any event or condition that, with the giving of notice, lapse of time, or the making of any declaration or determination, or any combination of them, would constitute an Event of Default.

“Document” means any Loan Document and any other agreement, certificate, instrument or document delivered under or in connection with a Loan Document.

“Drawn Obligations” means, without duplication, (a) Outstanding Principal, plus (b) all accrued and unpaid interest, fees, premiums, costs and other amounts then owing in respect of Advances actually made, but excluding the undrawn Commitment.

“Event of Default” means an event specified in Section 9.1.

[***]

“Financing” means any equity financing completed by the Borrower after the Effective Date, including an at-the-market sale, but excluding (a) an Advance and (b) a non-cash debt settlement and (c) the exercise of any previously issued warrants, options or other convertible securities.

“General Security Agreement” means each general security agreement or joinder to a general security agreement delivered by a Debtor in favour of the Lender, as amended, supplemented, restated, replaced or otherwise modified from time to time.

“Governmental Authority” means any domestic or foreign government, legislature, regulatory authority, agency, commission, tribunal, court, stock exchange or other authority having jurisdiction.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment by way of security, title retention, lien, encumbrance or other arrangement having substantially the same economic effect.

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“Loan Documents” means this Agreement, each Existing Note, each General Security Agreement, each Subsidiary Guarantee, each joinder, each Quebec Movable Hypothec, each Notice of Borrowing, each direction to pay, each priority or intercreditor agreement, each control or pledge agreement and each certificate delivered under any of them.

“Material Adverse Effect” means a material adverse effect on (a) the financial condition, property, business, operations, assets or liabilities of the Borrower and its Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Subsidiary Guarantor to perform its material obligations under the Loan Documents; or (c) the validity or enforceability of any material provision of a Loan Document or the rights and remedies of the Lender under any Loan Document.

“Maturity Date” means January 1, 2028, or such later date as the Borrower and the Lender may agree in writing.

“Net Financing Proceeds” means cash actually received from a Financing, less reasonable third-party closing costs and commissions actually paid, converted into United States dollars at the receiving bank’s spot rate on receipt.

“Non-African Subsidiary” means any Subsidiary that is not an African Subsidiary.

“Notice of Borrowing” means a notice by the Borrower to the Lender substantially in the form of Schedule A.

“Obligations” means all present and future principal, interest, fees, premiums, costs, expenses and other amounts payable by the Borrower or a Subsidiary Guarantor under the Loan Documents, whether as principal, guarantor, surety or otherwise, including amounts accruing after commencement of insolvency proceedings whether or not allowed as a claim.

“Other Credit Instrument” means any agreement, note, debenture, loan, credit facility, factoring arrangement, guarantee, security document, preferred share or other equity security having a fixed, mandatory, redeemable, retractable, dividend, distribution, return-of-capital or similar payment obligation, in each case binding on the Borrower or a Subsidiary.

“Outstanding Principal” means the aggregate principal amount of Advances outstanding, including the Existing Advances and all Lender Expenses capitalized and added to the principal amount of an Advance under Section 9.3, and, solely for purposes of interest accrual, repayment and the Obligations, includes the Capitalized Standby Fee Balance. For purposes of determining availability under the Commitment and compliance with Section 3.2, Outstanding Principal excludes the Capitalized Standby Fee Balance and all Lender Expenses capitalized under Section 9.3.

“Permitted Encumbrance” means a Lien expressly listed in Schedule B or otherwise expressly approved in writing by the Lender, provided that no such Lien may rank in priority to or pari passu with a Security Interest unless the Lender has expressly approved that priority in writing.

“Person” includes an individual, corporation, partnership, trust, unincorporated organization, Governmental Authority and the heirs, executors, administrators, successors and permitted assigns of that Person.

“Quebec Movable Hypothec” means each deed of movable hypothec granted by a Debtor in favour of the Lender before a Quebec notary, as amended, supplemented, restated, replaced or otherwise modified from time to time.

“Security” means all Liens, guarantees, indemnities and other credit support held from time to time by or for the benefit of the Lender as security for the Obligations.

“Security Interest” means each Lien created or expressed to be created by a Loan Document in favour of the Lender as security for the Obligations.

“Standby Fee” means [***], being an amount equal to [***], first earned and capitalized in accordance with Section 5.3 when the Cumulative Drawn Amount reaches [***].

“Subsidiary” means any direct or indirect subsidiary of the Borrower, including an African Subsidiary.

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“Subsidiary Guarantee” means each guarantee delivered by a Subsidiary Guarantor in favour of the Lender in respect of the Obligations, including the guarantee contained in Article 4, as amended, supplemented, restated, replaced or otherwise modified from time to time.

“Subsidiary Guarantor” means each Non-African Subsidiary listed in Schedule C that has executed this Agreement or a joinder or separate Subsidiary Guarantee, and excludes every African Subsidiary.

1.2 Construction.

Unless expressly stated otherwise, all amounts and payments are in United States dollars. Headings do not affect interpretation. The singular includes the plural and vice versa. “Including” means “including without limitation.” References to statutes include amendments and replacements. References to a Person include its successors and permitted assigns. Time is of the essence. The Schedules form part of this Agreement. If there is a conflict, this Agreement governs, except that mandatory local law governs the creation, perfection, publication and enforcement of Security.

Article 2 - EFFECTIVENESS AND CONDITIONS

2.1 Effectiveness.

This Agreement becomes effective when the Borrower and the Lender have signed it. Each Subsidiary Guarantor becomes bound when it signs this Agreement or a joinder or separate Subsidiary Guarantee. Availability under the Commitment is subject to the express terms and conditions of this Agreement, including Section 3.5. No Standby Fee is earned, capitalized or included in the Obligations unless and until the conditions in Section 5.3 are satisfied. On the Effective Date, the Existing Notes are cancelled and replaced by this Agreement, without novation or release of the indebtedness comprising the Existing Advances, and the Existing Advances are deemed to be Advances outstanding under this Agreement and secured by the Security without any further advance of funds.

2.2 Conditions to First Post-Effective-Date Advance.

Before the first Advance requested under Section 3.3 on or after the Effective Date, the Lender shall receive, in form and substance reasonably satisfactory to it:

	(a)	executed copies of this Agreement and the other Loan Documents then required to be delivered;
	(b)	the General Security Agreement executed by the Borrower and each Subsidiary Guarantor existing on the Effective Date;
	(c)	this Agreement, a joinder or a separate Subsidiary Guarantee executed by each Non-African Subsidiary existing on the Effective Date;
	(d)	evidence of Personal Property Security Act and equivalent registrations required to establish first-ranking Security, subject only to Permitted Encumbrances;
	(e)	all required control or possession arrangements and all share certificates, transfer powers and control documents for equity interests in Non-African Subsidiaries;
	(f)	all required corporate, regulatory and related-party approvals or documented exemptions;
	(g)	an agreed closing plan for each Quebec Movable Hypothec to be executed and published within 30 days after the Effective Date; and
	(h)	payment in full of all fees, costs and expenses then due under Section 9.3.

2.3 Conditions to Each Advance.

Each Advance, other than the Existing Advances, is subject to delivery of a timely Notice of Borrowing, compliance with the Commitment and Section 3.2, no continuing Default or Event of Default, and the representations and warranties in Article 7 remaining true and correct in all material respects on the requested funding date, except for a representation expressly made only as of an earlier date. The Lender shall promptly identify any unsatisfied express condition.

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Article 3 - CREDIT FACILITY AND ADVANCES

3.1 Commitment and Revolving Nature.

Subject to this Agreement, the Lender shall make Advances before the Maturity Date in an aggregate principal amount funded to or at the direction of the Borrower not exceeding the Commitment. The Existing Advances are Advances and reduce availability under the Commitment, except to the extent they comprise costs or expenses. The aggregate principal amount funded to or at the direction of the Borrower and outstanding shall not exceed the Commitment. The Capitalized Standby Fee Balance and all Lender Expenses capitalized under Section 9.3 do not reduce availability under the Commitment and may cause Outstanding Principal to exceed the Commitment. Principal repaid may be reborrowed. Interest accrues only on Outstanding Principal.

3.2 Draw Limit and Spacing.

[***]

3.3 Notice and Funding.

The Borrower may deliver the first Notice of Borrowing under this Section on or after October 26, 2026, but not before that date. For each Advance, the Borrower shall deliver an irrevocable Notice of Borrowing at least three Business Days before the requested funding date. Subject to satisfaction or waiver of the stated conditions, the Lender shall fund the cash amount of the requested Advance by 5:00 p.m. Toronto time on that date to the account designated in the Notice of Borrowing. No verbal instruction authorizes an Advance.

3.4 Use of Proceeds.

Advances shall be used for general working capital and operating requirements. No Advance shall be used for an unlawful purpose or a shareholder distribution while a Default exists.

[***]

Article 4 – SECURITY AND GUARANTEE

4.1 Security.

The Obligations shall be secured by:

	(a)	each General Security Agreement over all present and after-acquired property of the Borrower and each Subsidiary Guarantor;
	(b)	a pledge of all equity interests held by a Debtor in each Non-African Subsidiary;
	(c)	each required Quebec Movable Hypothec; and
	(d)	all control, possession, pledge, subordination, priority and local-law documents reasonably required to create, perfect, publish and maintain first-ranking Security, in each case subject to the African Subsidiary carve-out in Section 4.7.

4.2 Priority.

Each Security Interest must at all times be valid, perfected or published, as applicable, and first ranking over the relevant collateral, subject only to Permitted Encumbrances. Failure to obtain or maintain that status is an Event of Default, subject to the express exception in Section 9.1(f).

4.3 Perfection and Local Instruments.

The Borrower shall, and shall cause each applicable Subsidiary Guarantor to, authorize and execute all financing statements, hypothecs, control agreements, acknowledgements and other instruments reasonably required to create, perfect, publish and maintain the Security in each relevant jurisdiction. Security over property owned by a Subsidiary Guarantor requires a separate grant by that Subsidiary Guarantor.

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4.4 Quebec Movable Hypothecs.

The Borrower shall cause each applicable Debtor to execute before a Quebec notary and publish at the Register of Personal and Movable Real Rights each Quebec Movable Hypothec reasonably required by the Lender within 30 days after the Effective Date. Failure to do so is an immediate Event of Default. Each Debtor authorizes the Lender to prepare and file or publish all related registrations and notices permitted by Applicable Law.

4.5 Release

Promptly after irrevocable payment in full of all Obligations and termination of the Commitment, the Lender shall, at the Borrower’s expense, execute and deliver customary discharges and releases of the Security, subject to reinstatement for any avoided or rescinded payment.

4.6 Guarantee and Primary Indemnity

Each Subsidiary Guarantor irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, the full and punctual payment and performance of all Obligations of the Borrower. The Lender is not required first to pursue the Borrower, another guarantor or any collateral. The guarantee is continuing, absolute and unconditional and is not affected by any amendment, extension, renewal, indulgence, release, compromise, invalidity, unenforceability, insolvency, loss or impairment of Security, failure to perfect, or other act, omission or circumstance that might otherwise discharge a guarantor, except indefeasible payment in full of the Obligations and termination of the Commitment. If any Obligation is not recoverable from a Subsidiary Guarantor as a guarantee, that Subsidiary Guarantor shall indemnify the Lender for the amount that would otherwise have been recoverable, as a separate primary obligation.

4.7 African Subsidiary Carve-Out.

No African Subsidiary is a Subsidiary Guarantor, and no guarantee, indemnity or Security under this Article is given by, or enforceable against, an African Subsidiary or its property. The collateral excludes all property and assets of African Subsidiaries, all equity interests in African Subsidiaries, all shareholder loans and intercompany claims owing by African Subsidiaries, and all related excluded proceeds, as more particularly set out in the applicable General Security Agreement.

Article 5 - INTEREST AND FEES

5.1 Ordinary Interest.

Outstanding Principal bears simple interest at [***] per annum, calculated daily on the basis of actual days elapsed and a 365-day year, payable monthly in arrears on the first Business Day of each month and on repayment, acceleration and maturity. No interest accrues on undrawn amounts.

5.2 Default Interest.

During a continuing Event of Default, Outstanding Principal bears interest at [***] per annum in place of, and not in addition to, the rate in Section 5.1, calculated daily on the basis of actual days elapsed and a 365-day year and compounded monthly on the first Business Day of each month, before and after maturity and judgment, to the extent permitted by Applicable Law.

5.3 Standby Fee; Capitalization.

[***]

5.4 Repayment Fee.

[***]

6

5.5 Default Monitoring Fee.

[***].

5.6 Maximum Lawful Return.

All interest, fees, charges and expenses constituting interest under Applicable Law shall be limited to the maximum lawful aggregate return applicable to the credit actually advanced and the circumstances. Any excess shall be reduced, credited or refunded. The parties shall obtain any actuarial assessment required by Applicable Law before funding or demanding payment.

Article 6 - REPAYMENT AND PAYMENTS

6.1 Maturity.

On the Maturity Date, the Commitment terminates and all Obligations are due and payable. Any extension requires a written agreement signed by the Borrower and the Lender.

6.2 Mandatory Repayment from Financing.

[***]

6.3 Voluntary Prepayment.

The Borrower may make a voluntary prepayment on three Business Days’ written notice. Each prepayment shall include all accrued and unpaid interest, the applicable Repayment Fee and all other amounts required by this Agreement and shall be applied in the order set out in Section 6.5. A prepayment does not terminate the undrawn Commitment unless the Borrower separately cancels it in writing.

6.4 Taxes.

The Borrower shall make deductions required by Applicable Law and remit them when due. No gross-up applies unless separately agreed in writing. The Lender shall provide reasonably requested tax residence and beneficial ownership documentation.

6.5 Application of Payments.

Notwithstanding any designation, direction or instruction by the Borrower, every payment, prepayment, mandatory repayment, recovery, enforcement proceeds or other amount received by the Lender in respect of the Obligations shall be applied in the following order: (a) first, to all costs and expenses then payable under Section 9.3; (b) second, to reduce the Capitalized Standby Fee Balance until paid in full; (c) third, to accrued and unpaid interest and default interest, if any; (d) fourth, to accrued and unpaid fees and other amounts, including the Repayment Fee and monitoring fee; (e) fifth, to principal Advances; and (f) sixth, to any remaining Obligations, in each case subject to mandatory Applicable Law. No payment reduces principal Advances until the Capitalized Standby Fee Balance and all accrued amounts ranking ahead of principal under this Section have been paid in full.

Article 7 - REPRESENTATIONS

7.1 Borrower Representations and Warranties.

The Borrower represents and warrants to the Lender that:

(a) Formation, Organization and Power. The Borrower has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation, is duly registered to carry on business in each jurisdiction in which the nature of any material business carried on by it or the character of any material property owned or leased by it makes that registration necessary, except where the failure to be so registered would not reasonably be expected to have a Material Adverse Effect, and has full power and capacity to enter into and perform its obligations under each Document to which it is a party and to carry on its business as currently conducted.

7

	(b)	Authorization and No Conflict. Each Document to which the Borrower is a party has been duly authorized, executed and delivered by it and does not conflict with, contravene or constitute a default under (i) its constating documents or by-laws, any resolution of its directors or shareholders, or any shareholders’ agreement binding on it; (ii) any material agreement or document to which it is a party or by which any of its material property is bound; or (iii) any Applicable Law.
	(c)	Enforceability. Each Document to which the Borrower is a party constitutes a valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally and to general principles of equity.
	(d)	Litigation. There are no actions, suits or proceedings at law or before any Governmental Authority existing, pending or, to the Borrower’s knowledge, threatened against the Borrower that, if determined adversely, would reasonably be expected to have a Material Adverse Effect.
	(e)	Financial Condition. The most recent audited consolidated financial statements of the Borrower delivered to the Lender were prepared in accordance with IFRS and present fairly, in all material respects, the Borrower’s consolidated financial position as at their date. Since that date, no event or circumstance has occurred that would reasonably be expected to have a Material Adverse Effect, other than as disclosed in writing to the Lender.
	(f)	Information. All factual information furnished by or on behalf of the Borrower to the Lender in connection with the Borrower or the Credit Facility, and in the case of information concerning third parties, to the knowledge of the Borrower, was true and accurate in all material respects when given, and the Borrower is not aware of any omission of a material fact that made that factual information incomplete or misleading in any material respect when given.
		Compliance with Laws, Orders and Licences. The Borrower is not in breach of any order, approval, mandatory requirement or directive of a Governmental Authority, any governmental licence or permit, or any Applicable Law, in each case where the breach would reasonably be expected to have a Material Adverse Effect.
	(g)	No Default. No Default or Event of Default has occurred and is continuing.
	(h)	Approvals. All material approvals, consents, permits and licences necessary for the Borrower to carry on its business as currently carried on, and all approvals, consents, permits and licences necessary for the Borrower to enter into and perform each Document to which it is a party, have been obtained and are in good stand.
	(i)	Payment of Taxes. The Borrower has filed all tax returns required to be filed and has paid all material taxes, including interest and penalties, that are due and payable.
	(j)	Material Adverse Effect. Since the date of the most recent audited financial statements provided to the Lender, no event, circumstance, development or other change in facts has occurred that would, individually or in the aggregate, have a Material Adverse Effect, except as previously disclosed in writing to the Lender.

7.2 Reliance, Repetition and Survival.

The Borrower acknowledges that the Lender is relying on the representations and warranties in Section 7 in making the Credit Facility available. Except for a representation expressly made only as of an earlier date, each representation and warranty is deemed repeated on the date of each Advance. The representations and warranties survive until the Obligations have been indefeasibly paid in full and the Commitment has terminated. Each statement, representation and warranty in a compliance certificate or other Document delivered by or on behalf of the Borrower constitutes a representation and warranty by the Borrower under this Agreement.

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7.3 Lender Representations.

The Lender represents that it is duly existing and authorized, has the financial capacity to meet the Commitment as Advances become due, will use lawfully sourced funds and has provided materially accurate relationship and beneficial ownership information.

Article 8 - COVENANTS

8.1 Affirmative Covenants.

The Borrower:

	(a)	pay the Obligations when due;
	(b)	preserve its legal existence and material permits, comply with Applicable Law, maintain books and records and customary insurance, and protect the collateral;
	(c)	provide its filed annual and interim financial statements promptly after filing and provide monthly liquidity reporting within 20 days after month-end;
	(d)	notify the Lender promptly of any Default, material litigation, proposed change of control or material impairment of Security;
	(e)	cause each Non-African Subsidiary to maintain its guarantee and first-ranking Security;
	(f)	provide copies of definitive financing documents, satisfaction of conditions precedent and evidence of receipt of funds promptly after completion; and
	(g)	cause each future Non-African Subsidiary to become a Subsidiary Guarantor and join the applicable Loan Documents within twenty Business Days after its formation or acquisition.

8.2 Negative Covenants.

Without the Lender’s prior written consent, not to be unreasonably withheld or delayed, the Borrower shall not, and shall not permit any Subsidiary Guarantor to:

	(a)	create, assume or permit any Lien that ranks or could rank in priority to or pari passu with a Security Interest, except a Permitted Encumbrance;
	(b)	dispose of material collateral outside the ordinary course of business;
	(c)	amalgamate, merge, consolidate or enter into any similar transaction if doing so would materially prejudice the Lender;
	(d)	undergo a materially prejudicial change of control; or
	(e)	make a distribution to shareholders while a Default exists.

The Borrower shall discharge or subordinate any competing registration within ten Business Days after notice from the Lender. New equity Financing remains permitted subject to Section 6.2 and preservation of the agreed priority of the Security.

Article 9 - EVENTS OF DEFAULT AND REMEDIES

9.1 Events of Default.

Each of the following is an Event of Default:

	(a)	failure to pay principal when due;
	(b)	failure to pay interest or fees continuing for seven (7) Business Days when due;
	(c)	any representation or warranty made or deemed made under a Loan Document is materially false or misleading when made or deemed made;

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	(d)	breach of any other covenant continuing for fourteen (14) Business Days after the earlier of notice from the Lender and the Borrower becoming aware of the breach, provided that no cure period applies if the breach is incapable of cure;
	(e)	insolvency, bankruptcy, assignment for the benefit of creditors, voluntary winding-up or appointment of a receiver over material assets, or an involuntary proceeding not stayed or dismissed within 30 days;
	(f)	any Loan Document or guarantee ceases to be valid and enforceable, or any Security Interest ceases to be valid, perfected or published, as applicable, and first ranking, subject only to Permitted Encumbrances, other than solely because of the Lender’s failure to make a filing after receiving all required information, documents and fees;
	(g)	the occurrence of any default, event of default, mandatory redemption event, mandatory repurchase event, acceleration event or analogous event by the Borrower or any Subsidiary under or in respect of any Other Credit Instrument above US$1 million, whether or not waived, cured, accelerated or enforced, provided that a payment default under an ordinary-course trade payable is excluded unless it results in acceleration, enforcement or insolvency proceedings;
	(h)	a final judgment exceeding US$500,000 remains unpaid and unstayed for 30 days;
	(i)	cessation of substantially all of the business of the Borrower and its Subsidiaries, taken as a whole, or a change of control prohibited by Section 8.2;
	(j)	failure to execute definitive documentation concerning the additional [***] financing from [***] or its affiliate on or before [***], provided that this paragraph does not require the satisfaction or approval of any conditions precedent to funding under such definitive documentation by that date;
	(k)	failure to execute definitive documentation concerning the [***] financing from [***], on or before [***], provided that this paragraph does not require the satisfaction or approval of any conditions precedent to funding under such definitive documentation by that date. The failure described in this paragraph shall not constitute an Event of Default if a debt financing (other than this Agreement) in a principal amount of at least US$10,000,000 is completed;
	(l)	failure to execute and publish each required Quebec Movable Hypothec within 30 days after the Effective Date;
	(m)	failure at any time to establish or maintain first-ranking Security over all collateral, subject only to Permitted Encumbrances and administrative defects; or
	(n)	failure by a Non-African Subsidiary to execute, maintain or perform its Subsidiary Guarantee, General Security Agreement, joinder or other Loan Document.

9.2 Remedies.

Upon the occurrence and during the continuance of an Event of Default, and after the expiry of the cure period, if any, expressly applicable to that Event of Default under Section 9.1, the Lender may immediately and without any additional notice or grace period suspend or cancel undrawn availability, accelerate the Obligations, enforce each Subsidiary Guarantee and Security Interest, and exercise all other remedies under the Loan Documents, subject only to mandatory notice requirements, insolvency stays and Applicable Law. No cure period applies except the cure period expressly stated for the applicable Event of Default in Section 9.1. Remedies are cumulative and permit no double recovery.

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9.3 Costs.

The Borrower shall, whether or not any Advance is made, pay on demand all reasonable legal fees and disbursements (on a full indemnity basis), applicable taxes, registration, filing, search and other costs and expenses incurred by or on behalf of the Lender in connection with the negotiation, preparation, execution, delivery, closing, administration, amendment, waiver, protection or preservation of rights, creation, perfection, publication, priority, enforcement, realization or release of any Loan Document or Security (collectively, “Lender Expenses”). Each Lender Expense shall, to the best of the Lender’s ability, be advised to the Borrower in advance and, upon the Lender’s receipt of the applicable invoice, be capitalized and added to the face principal amount of the Advance to which it relates or, if it does not relate to a specific Advance, to the most recent Advance made (whether or not that Advance has previously been repaid); if no Advance has been made, it shall be deemed to constitute a separate Advance. Each Lender Expense shall form part of the Outstanding Principal and the Obligations, bear interest at the rate applicable to Outstanding Principal from the date incurred and be secured by the Security. No Lender Expense shall be deducted or withheld from the cash proceeds of an Advance, reduce the amount funded to or at the direction of the Borrower or reduce availability under the Commitment. Capitalizing a Lender Expense does not affect the Borrower’s obligation to pay it on demand and does not constitute a further advance of funds by the Lender. Amounts constituting interest remain subject to Section 5.6.

Article 10 - CONFIDENTIALITY AND DISCLOSURE

10.1 Non-Disclosure.

The Lender shall keep confidential all non-public information received from or in respect of the Borrower or any Subsidiary that is identified as confidential or that, having regard to its nature and the circumstances of disclosure, reasonably ought to be understood to be confidential. The Lender shall use that information only for purposes relating to the Credit Facility and the Loan Documents, except as permitted by Section 10.2.

10.2 Permitted Disclosures.

10.3 Section 10.1 does not apply to information:

	(a)	whose disclosure is consented to in writing by the Borrower;
	(b)	that is or becomes publicly available other than through a breach of this Article;
	(c)	received from a third party without restriction on disclosure and without breach of any duty of confidentiality known to the recipient;
	(d)	developed independently without use of confidential information;
	(e)	disclosed to the Lender’s affiliates, directors, officers, employees, legal and financial advisers, auditors, insurers, financing sources or prospective assignees or participants, in each case on a need-to-know basis and subject to confidentiality obligations;
	(f)	required to be disclosed by Applicable Law, a stock exchange, a court or a Governmental Authority, including in legal proceedings relating to a Loan Document; or
	(g)	disclosed to enforce or protect rights under a Loan Document.

To the extent legally permitted and reasonably practicable, a party making a disclosure under paragraph (f) shall give the Borrower prior notice and disclose only the information legally required.

10.4 Securities Filings

Nothing in this Article prevents the Borrower or any Subsidiary from making any disclosure or filing required by Applicable Law or a stock exchange. The Borrower may redact confidential commercial information from a public filing to the extent permitted by Applicable Law.

10.5 Survival

The obligations under this Article survive termination of this Agreement for two years, except in respect of trade secrets, for which they survive for so long as the information remains a trade secret under Applicable Law.

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Article 11 – ASSIGNMENT

11.1 Assignment by the Borrower.

The Borrower may not assign this Agreement or any of its rights or obligations under a Loan Document, in whole or in part, without the prior written consent of the Lender.

11.2 Assignment by the Lender.

The Lender may sell or assign all, but not less than all, of its rights and obligations under the Loan Documents, provided that, at and after the assignment, the Borrower shall not be required to pay by way of withholding tax or otherwise any greater amount than it would have been required to pay if the assignment had not occurred. The Borrower and the Lender shall execute and deliver all agreements, documents and instruments reasonably required to effect and recognize an assignment permitted by this Section.

11.3 Effect of Assignment.

Upon an assignment permitted by Section 11.2, the assigning Lender is relieved and discharged from its covenants and obligations under the Loan Documents arising from and after the effective date of the assignment, and the Borrower’s recourse for matters arising from and after that date shall be against the assignee and its successors and permitted assigns. No assignment releases the assigning Lender from liabilities arising before the effective date of the assignment.

Article 12 – NOTICES

12.1 Form and Addresses.

Any notice, consent, determination, demand or other communication under a Loan Document must be in writing and may be delivered personally, by nationally recognized courier or by email to the following addresses:

If to the Lender:

[***]

If to the Borrower or a Subsidiary Guarantor:

Nuran Wireless Inc.

2150 Cyrille-Duquet Street

Quebec City, Quebec G1N 2G3

Attention: Francis Létourneau

Email: Francis.letourneau@nuranwireless.com

Therrien Couture Joli-Coeur L.L.P. (TCJ L.L.P.)

1100 boul. René-Lévesque, Suite 2000,

Montreal, Quebec, H3B 4N4

Attention: Michel Lebeuf

Email: [***]

12.2 Deemed Receipt

A communication delivered personally or by courier is deemed received on actual delivery. A communication sent by email is deemed received when the sender receives confirmation of transmission without an error message, provided that, if delivery occurs on a day that is not a Business Day or after 12:00 noon local time at the recipient’s address, it is deemed received on the next Business Day. A party may change its contact information by notice under this Article. A copy to counsel is for information only and does not constitute notice.

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12.3 Service of Process

Each party agrees to accept service of judicial proceedings arising under a Loan Document at its address stated in Section 12.1, without limiting any other method of service permitted by Applicable Law.

Article 13 GOVERNING LAW AND JURISDICTION

13.1 Governing Law

This Agreement and each other Loan Document, unless that Loan Document expressly provides otherwise, are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, except that the creation, perfection, publication, priority and enforcement of Security are governed by the laws mandatorily applicable to the relevant property or Debtor.

13.2 Jurisdiction

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto in respect of any action or proceeding arising out of or relating to a Loan Document and waives any objection based on venue or forum non conveniens. Nothing in this Section limits the Lender’s right to commence proceedings or enforce Security in any other court of competent jurisdiction.

Article 14 MISCELLANEOUS

14.1 Telephone Instructions

Except for a Notice of Borrowing or any instruction relating to an Advance, any verbal instruction given by the Borrower in relation to this Agreement is at the Borrower’s risk, and the Lender has no liability for an error or omission in that instruction or in its interpretation or execution, provided that the Lender acted without gross negligence or wilful misconduct.

14.2 No Partnership, Joint Venture or Agency

Nothing in a Loan Document or in the conduct of a party creates or is intended to create an agency, fiduciary relationship, partnership or joint venture among the parties. Each party is separately responsible, liable and accountable for its own obligations and conduct. No party has authority to act for or assume an obligation on behalf of another party except as expressly provided in a Loan Document.

14.3 Further Assurances

The Borrower shall, and shall cause each Subsidiary Guarantor to, from time to time at the Lender’s reasonable request and at the Borrower’s reasonable cost and expense, execute, deliver and do all further documents, financing statements, financing change statements, assignments, acts, matters and things reasonably required in connection with the Credit Facility or the Security or to give effect to a Loan Document.

14.4 Amendments and Waivers

No amendment of a Loan Document is effective unless in writing and signed by the parties to that Loan Document. No waiver is effective unless in writing and signed by the party granting it, and any waiver is effective only in the specific instance and for the specific purpose given. No failure or delay in exercising a right or remedy operates as a waiver, and no single or partial exercise precludes any other or further exercise.

14.5 Cumulative Rights

The rights and remedies under the Loan Documents are cumulative and are in addition to, and not in substitution for, any rights and remedies provided by Applicable Law, but permit no double recovery.

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14.6 Severability

If any provision of a Loan Document is illegal, invalid or unenforceable in a jurisdiction, it shall be ineffective in that jurisdiction only to the extent of that illegality, invalidity or unenforceability, without affecting the remaining provisions or the validity or enforceability of that provision in another jurisdiction.

14.7 Whole Agreement

The Loan Documents constitute the entire agreement among the parties concerning their subject matter and cancel and supersede all prior and contemporaneous agreements, undertakings, declarations, representations and warranties, written or oral, concerning that subject matter.

14.8 Successors and Assigns

This Agreement binds and benefits the parties and their respective successors and permitted assigns.

14.9 Counterparts and Electronic Signatures

A Loan Document may be executed in any number of counterparts and by different parties in separate counterparts, each of which is deemed an original and all of which together constitute one instrument. Delivery of an executed signature page by electronic transmission, and an electronic signature complying with Applicable Law, are effective as delivery of an original manually executed counterpart.

14.10 Language

The parties have expressly requested that this Agreement and all related documents be drawn up in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

[The remainder of this page has intentionally been left blank.]

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THIS AGREEMENT has been executed effective as of the Effective Date.

	NURAN WIRELESS INC. as Borrower
	Per:
	Name:	Francis Létourneau
	Title:	Director and CEO
	[***] as Lender
	Per:
	Name:	[***]
	Title:	[***]

Each Subsidiary Guarantor listed in Schedule C shall execute a signature block in the following form:

ADVANCE FACTORING INC. as Subsidiary Guarantor
Per:
Name:	Francis Létourneau
Title:	Director
INNOVATION NUTAQ INC. as Subsidiary Guarantor
Per:
Name:	Francis Létourneau
Title:	Director

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Exhibit 99.2

CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

GENERAL SECURITY AGREEMENT

NuRAN Wireless Inc. and the other Debtors in favour of [***]

Dated as of October 29, 2026

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THIS GENERAL SECURITY AGREEMENT is made as of October 29, 2026.

BY: NURAN WIRELESS INC., a British Columbia corporation, and each other Person that executes this Agreement or a Joinder Agreement (collectively, the “Debtors” and individually, a “Debtor”)

IN FAVOUR OF: [***], a corporation existing under the laws of [***] (the “Lender”)

RECITALS

(A) The Borrower, the Lender and the Subsidiary Guarantors are parties to a secured revolving credit agreement dated as of October 29, 2026 (as amended, restated, supplemented, replaced or otherwise modified, the “Credit Agreement”).

(B) The Credit Agreement requires the Borrower and each Non-African Subsidiary Guarantor to grant first-ranking security over all present and after-acquired personal property, subject to the African Subsidiary carve-out, and to pledge equity interests in Non-African Subsidiaries.

(C) Each Debtor has received or expects to receive direct or indirect benefit from the Credit Facility and enters into this Agreement as a condition of the Lender’s obligations under the Credit Agreement.

NOW THEREFORE, for value received, each Debtor agrees with the Lender as follows:

1. INTERPRETATION

1.1 Defined Terms. Capitalized terms not defined in this Agreement have the meanings given in the Credit Agreement. In this Agreement:

“Applicable PPSA” means the personal property security legislation applicable to the creation, attachment, perfection, priority or enforcement of the Security Interest in the relevant Collateral, including the Personal Property Security Act (British Columbia).

“Collateral” means all property described in Section 2.1, excluding Excluded Property.

“Debtor” means each signatory grantor and each Person that becomes a party under a Joinder Agreement, but never an African Subsidiary.

“Excluded Property” means the property expressly excluded under Section 2.3.

“Joinder Agreement” means a joinder substantially in the form of Schedule C.

“Permitted Encumbrance” means an encumbrance expressly listed in Schedule B to the Credit Agreement or otherwise approved in writing by the Lender under the Credit Agreement.

“Pledged Equity” means the equity interests included in the Collateral under Section 2.2.

“Receiver” means a receiver, receiver-manager or similar officer appointed over a Debtor or Collateral.

“Secured Obligations” means the Obligations and, without duplication, every present and future obligation, indebtedness and liability of each Debtor under the Loan Documents, direct or indirect, absolute or contingent, matured or unmatured, joint or several, as principal, guarantor, surety or otherwise, including Advances, principal, capitalized amounts, interest, default interest, Standby Fee, Capitalized Standby Fee Balance, lending fees, monitoring fees, premiums, indemnities, costs, expenses, enforcement and preservation amounts, and amounts accruing before or after insolvency proceedings whether or not allowed as a claim.

“Security Interest” means every security interest, mortgage, charge, pledge and assignment by way of security constituted by this Agreement.

1.2 PPSA Terms. Terms defined in the PPSA or other Applicable PPSA, including account, accession, chattel paper, document of title, equipment, goods, instrument, intangible, inventory, investment property, money, proceeds and security entitlement, have those meanings unless the context requires otherwise. Securities-transfer terms have the meanings given by applicable securities transfer law.

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1.3 Construction. The construction provisions of the Credit Agreement apply. “Including” means including without limitation. Headings do not affect interpretation.

2. CREATION OF SECURITY

2.1 All-Assets Grant. As continuing security for the Secured Obligations, each Debtor grants to the Lender a security interest in, and mortgages, charges, pledges and assigns to the Lender by way of security, all of that Debtor’s present and after-acquired personal property, wherever located, including:

	(a)	accounts, book debts, receivables, rights to payment, tax refunds, governmental receivables, insurance claims and supporting obligations;
	(b)	inventory, raw materials, work in process, finished goods, packaging and supplies;
	(c)	equipment, machinery, fixtures, plant, tools, furniture, vehicles, parts, accessories, manuals and specifications;
	(d)	all goods, chattel paper, instruments, documents of title and money;
	(e)	bank and deposit accounts and all credits standing to them, subject to any required control agreement;
	(f)	investment property, securities, security entitlements, financial assets and securities accounts, including Pledged Equity;
	(g)	contracts, contractual rights, licences, permits, quotas and approvals, subject to Section 2.4;
	(h)	all intellectual property, software, data, databases, goodwill, applications, registrations, licences, royalties and related causes of action;
	(i)	intercompany receivables and shareholder loans, other than Excluded Property;
	(j)	books, records, files, invoices, data and supporting information;
	(k)	claims, causes of action, judgments, settlements and rights of recovery;
	(l)	substitutions, replacements, renewals, additions, accessions, attachments, products, rents, profits and increases; and
	(m)	all proceeds, including insurance proceeds and compensation for loss or damage.

2.2 Equity Pledge. Each Debtor pledges and grants a security interest in all present and future equity interests held by it in every Non-African Subsidiary, whether certificated or uncertificated, including shares, membership and partnership interests, options, warrants and subscription rights, together with certificates, dividends, distributions, returns of capital, rights and privileges, substitutions, additional securities and proceeds. Existing Pledged Equity shall be listed in Schedule B. No Debtor shall be required to pledge equity interests where, and for so long as, such pledge would violate applicable law, require a governmental or third-party consent that has not been obtained after the use of commercially reasonable efforts, result in material adverse tax consequences or require costs or expenses that are disproportionate to the benefit afforded to the Lender.

2.3 African Subsidiary Carve-Out. Excluded Property consists only of:

	(a)	all property and assets owned by an African Subsidiary;
	(b)	all equity interests in an African Subsidiary;
	(c)	all shareholder loans, intercompany receivables and claims owing by an African Subsidiary;
	(d)	agreements or rights whose principal subject matter is property in paragraphs (a) to (c), but only to the extent necessary to preserve those exclusions; and
	(e)	proceeds that remain directly identifiable as proceeds exclusively of property in paragraphs (a) to (d).

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For certainty, notwithstanding paragraphs (a) to (e) above, Excluded Property includes all funds received by a Debtor, directly or indirectly, from African operations, including dividends, distributions, repayments of shareholder loans or intercompany receivables and other remittances from an African Subsidiary, whether held separately or commingled with other funds in any general bank account of a Debtor, to the extent identifiable from the Debtor’s books and records as attributable to African operations. Such commingling shall not, of itself, cause those funds to cease to constitute Excluded Property, but shall not exclude the account itself or any unrelated funds or other assets from the Collateral. Property not specifically described above remains Collateral. The express African Subsidiary exclusions remain excluded even if no legal restriction applies, unless the Lender and applicable Debtor otherwise agree in writing.

2.4 Restricted Rights. The Security Interest does not attach to a lease, licence, permit, contract or right only to the extent and for so long as the grant is prohibited by applicable law or would cause a breach or termination right enforceable notwithstanding applicable law and a required consent has not been obtained. The Debtor shall use commercially reasonable efforts to obtain consents requested by the Lender. This exclusion does not apply to proceeds or receivables or where the restriction is ineffective. Attachment occurs automatically when the restriction ceases or consent is obtained.

2.5 Quebec Property. This Agreement does not replace a movable hypothec or other security required under Quebec law. Each applicable Debtor shall execute before a Quebec notary, publish, renew and maintain each required Quebec Movable Hypothec and related registrations. This Agreement and those hypothecs are cumulative and complementary, without double recovery.

2.6 No Maximum. No arbitrary amount limits the Security Interest. Any maximum required by local law shall be stated only in the applicable local instrument and shall not otherwise limit the Secured Obligations.

3. ATTACHMENT AND CONTINUING SECURITY

3.1 Attachment. Value has been given and attachment is not postponed. The Security Interest attaches to existing Collateral on execution and to after-acquired Collateral immediately when the Debtor acquires rights in it.

3.2 Revolving and Continuing Security. The Security Interest secures the ultimate unpaid balance notwithstanding repayments, reborrowings, temporary reductions, amendments, extensions, renewals, replacements, restatements, compromises, changes in the Commitment or any complete or partial intermediate payment.

3.3 Separate Security; No Merger. This Agreement is additional security. No judgment, recovery, settlement or dealing causes merger, novation or discharge except an express release under Section 14.

3.4 Multiple Debtors. Each Debtor charges its own property to secure all Secured Obligations, including obligations it guarantees under the Loan Documents. Each Debtor’s grant and obligations are separate and remain effective despite the addition or release of another Debtor, subject to applicable law and express releases.

4. PERFECTION, POSSESSION AND CONTROL

4.1 Delivery. Each Debtor shall promptly deliver certificated Pledged Equity, negotiable documents of title, instruments, tangible chattel paper and other possession-perfected Collateral, endorsed or accompanied by executed undated transfer powers or other transfer instruments satisfactory to the Lender.

4.2 Control. Each Debtor shall execute and cause banks, securities intermediaries and issuers to execute acknowledgements, control agreements and other arrangements reasonably required to give the Lender control of investment property, deposit accounts and other controllable Collateral.

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4.3 Registrations. Each Debtor authorizes the Lender to file, amend, renew and discharge financing statements, financing change statements and equivalent notices in any jurisdiction, without the Debtor’s signature where permitted, provided that each filing shall describe the Collateral in a manner consistent with this Agreement and shall not purport to create security over Excluded Property.

4.4 Further Assurances. Each Debtor shall at its expense execute and deliver all local-law security, intellectual property filings, notices, acknowledgements, subordinations and other documents, and take all steps reasonably requested to create, perfect, publish, preserve, continue or enforce valid first-ranking security, subject only to Permitted Encumbrances.

4.5 Deficiencies. Each Debtor shall within a reasonable period correct any deficiency in validity, attachment, perfection, publication, priority or enforceability. If the Debtor fails to do so within such period, the Lender may correct the deficiency to the extent permitted by this Agreement, and the Debtor shall reimburse only the Lender’s reasonable and documented out-of-pocket costs.

5. PLEDGED EQUITY

5.1 Delivery and Control. Each Debtor shall deliver certificates with undated transfer powers executed in blank and cause issuers of uncertificated interests to acknowledge the Security Interest and take steps required for control.

5.2 Additional Equity. A Debtor acquiring additional Pledged Equity shall promptly notify the Lender, update Schedule B and deliver all certificates, distributions, substitutions and transfer documents.

5.3 Rights Before Default. Until notice from the Lender following a continuing Event of Default, each Debtor may vote and receive ordinary cash distributions, but shall not contravene a Loan Document, impair the Security Interest, impose a transfer restriction or materially reduce value.

5.4 Rights After Default. After a continuing Event of Default and notice to the extent legally required, the Lender exclusively may exercise voting and distribution rights, register Pledged Equity in its or its nominee’s name and exercise owner rights. Each Debtor shall hold distributions in trust and promptly deliver them.

6. REPRESENTATIONS

6.1 Each Debtor Represents. On becoming a party and whenever repeated under the Credit Agreement, each Debtor represents that:

	(a)	it is duly organized and validly existing, has power and authority, and has duly authorized this Agreement;
	(b)	this Agreement is its legal, valid and binding obligation, subject to insolvency laws and equitable principles;
	(c)	its exact legal name, jurisdiction, organizational number, chief executive office, business and collateral locations are correctly stated in Schedule A;
	(d)	it owns or has sufficient rights in the Collateral, free of liens other than Permitted Encumbrances;
	(e)	no other Person has control of investment property except as disclosed to and approved by the Lender; and
	(f)	execution and performance do not breach its constating documents, applicable law or a material agreement, except for a consent identified in Schedule A to which Section 2.4 applies.

7. COVENANTS

7.1 Preservation. Each Debtor shall preserve its existence and material rights, maintain and protect Collateral, defend title, preserve intellectual property and carry on business consistently with the Credit Agreement.

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7.2 Taxes and Claims. Each Debtor shall pay taxes, charges and claims affecting Collateral when due, except good-faith contests with adequate reserves that do not jeopardize priority.

7.3 Insurance. Each Debtor shall maintain insurance required by the Credit Agreement and, if reasonably requested, name the Lender as loss payee or additional insured. Proceeds remain Collateral and are dealt with under the Credit Agreement.

7.4 Liens and Dispositions. No Debtor shall create an encumbrance other than a Permitted Encumbrance or dispose of Collateral except as permitted by the Credit Agreement. Inventory may be sold and accounts collected in the ordinary course until default notice.

7.5 Changes. Each Debtor shall give at least 30 days’ prior notice, or a shorter agreed period, before changing legal name, jurisdiction, structure, chief executive office, principal business, material record or collateral locations, or amalgamating, merging or continuing, and shall complete all requested perfection steps.

7.6 Records and Inspection. Each Debtor shall keep complete records. At reasonable times and on reasonable notice, subject to confidentiality and law, the Lender may inspect and verify Collateral and accounts. During a continuing Event of Default, prior notice is not required where lawful.

7.7 Notices. Each Debtor shall promptly report material loss, seizure or claims, material account-debtor defaults, challenges to ownership or security, and events expected to impair validity, perfection, priority or enforcement.

7.8 Future Subsidiaries. The Borrower shall cause each future Non-African Subsidiary required by the Credit Agreement to deliver a Joinder Agreement and all schedules, certificates, transfers, registrations and local-law documents within the required period.

7.9 Quebec Cooperation. Each applicable Debtor shall cooperate with Quebec counsel and the notary and execute, publish, renew and maintain each Quebec Movable Hypothec within the Credit Agreement timeline.

8. ACCOUNTS AND CONTRACTS

8.1 Ordinary Collection. Until notice following a continuing Event of Default, each Debtor may collect accounts in the ordinary course, subject to the Credit Agreement.

8.2 Default Collection. After such default and notice, the Lender may notify account debtors, direct payments, collect, enforce, settle or compromise accounts and endorse instruments. Each Debtor shall hold collections in trust and remit them without commingling.

8.3 No Assumption. The Lender does not assume any Debtor contract or liability merely because of this Agreement or enforcement, except liability imposed by non-waivable law.

9. EVENTS OF DEFAULT

9.1 Credit Agreement Framework. The Security Interest is enforceable only upon and during an Event of Default under the Credit Agreement. No standalone default is created, except that a material failure to complete a perfection or control step is a breach of a Loan Document subject to the Credit Agreement’s Event of Default and cure framework.

9.2 Mandatory Law. Enforcement is subject to mandatory notices, insolvency stays and other non-waivable law.

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10. ENFORCEMENT

10.1 Remedies. During a continuing Event of Default, the Lender may exercise all secured-party, contractual, legal and equitable rights, including:

	(a)	enter premises and take possession or control by lawful means;
	(b)	use premises, equipment, systems, records, data and intellectual property to preserve, process, collect, market or dispose of Collateral;
	(c)	notify account debtors and enforce, settle or compromise accounts and claims;
	(d)	preserve, repair, insure, process, assemble and prepare Collateral for disposition;
	(e)	sell, lease, license or otherwise dispose of Collateral publicly or privately, for cash or credit, in parcels or as a whole, subject to law;
	(f)	exercise voting, conversion, exchange, subscription and other rights relating to investment property;
	(g)	complete, perform, terminate or assign contracts where lawful and incidental to realization;
	(h)	commence, defend or settle proceedings and file proofs of claim;
	(i)	borrow for preservation or realization and grant priority security where lawful; and
	(j)	appoint a Receiver or apply to a court for one.

10.2 Receiver. A Receiver selected, removed or replaced by the Lender may exercise all Lender powers and powers in its appointment. To the extent lawful, it is the Debtor’s agent and the Lender is not liable for its acts absent the Lender’s gross negligence or wilful misconduct.

10.3 Disposition Standard. Dispositions must satisfy mandatory commercial reasonableness standards. The Lender may impose lawful securities and transfer restrictions. A purchaser need not inquire into regularity except as required by law.

10.4 Costs, Deficiency and Surplus. Reasonable documented preservation, perfection and enforcement costs are Secured Obligations. Each liable Debtor remains liable for a deficiency. Surplus is dealt with as required by law.

10.5 Application. Enforcement proceeds shall be applied under Section 6.5 of the Credit Agreement, subject to mandatory law. There shall be no double recovery.

10.6 Cumulative Remedies; No Duty. Remedies are cumulative. Delay is not waiver. The Lender need not preserve recourse, keep Collateral identifiable, possess, enforce or realize and is accountable only for actual receipts, subject to law and gross negligence or wilful misconduct.

11. POWER OF ATTORNEY

11.1 Ministerial Steps. Each Debtor appoints the Lender and its authorized officers, with substitution, to execute and file financing statements, changes, renewals and other expressly authorized ministerial perfection documents before default, only where lawful and without duty to act.

11.2 Default Authority. During a continuing Event of Default, each Debtor appoints the Lender and any Receiver, with substitution, to endorse and collect instruments, execute transfers and assignments, transfer Pledged Equity, give notices, collect accounts, sign documents the Debtor must sign and take lawful preservation or enforcement actions.

11.3 Coupled with Interest. Each power is coupled with an interest and irrevocable to the extent lawful, does not authorize prohibited conduct and creates no affirmative duty.

12. PROTECTIVE PERFORMANCE

12.1 Performance by Lender. If a Debtor fails to perform a collateral obligation, the Lender may, but need not, perform it or pay taxes, insurance, charges or prior claims. Reasonable documented amounts are Secured Obligations payable on demand.

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13. DEALINGS AND WAIVERS

13.1 Dealings Without Discharge. Subject to the Credit Agreement, the Lender may grant time, amend or waive Loan Documents, take or release security, release Persons, refrain from perfection or enforcement and compromise claims without impairing this security.

13.2 Statements. To the extent lawful, each Debtor waives copies of financing statements, changes and verification statements and acknowledges receipt of an executed copy.

14. RELEASE AND REINSTATEMENT

14.1 Release. Promptly after indefeasible payment and performance in full of all Secured Obligations and termination of the Commitment and every obligation to make further Advances, the Lender shall at the Borrower’s expense provide reasonable discharges, releases and return held Collateral, subject to law.

14.2 Reinstatement. If a payment, transfer, release or discharge is avoided, rescinded, reduced, recovered or returned in insolvency or similar proceedings, the Secured Obligations and Security Interest revive as though it had not occurred.

15. GENERAL

15.1 Loan Document. This Agreement is a Loan Document and does not amend the Credit Agreement or oblige an Advance except under it.

15.2 Notices. Notices shall be given under the Credit Agreement.

15.3 Assignment. The Lender may assign this Agreement only with an assignment permitted by the Credit Agreement. No Debtor may assign without written consent.

15.4 Amendments. Amendments and waivers must be written and signed by the Lender and affected Debtors, but joinders and permitted releases need no other Debtor consent.

15.5 Successors and Amalgamation. This Agreement binds successors and permitted assigns. On a permitted amalgamation or merger, security continues over pre-existing and after-acquired property to the fullest lawful extent.

15.6 Severability. Invalid provisions are limited or severed to the minimum extent; the remainder continues.

15.7 Paramountcy. The Credit Agreement governs inconsistencies concerning amount, payment, performance or application of Secured Obligations. Mandatory local law governs creation, attachment, perfection, publication, priority and enforcement. Otherwise this Agreement governs the Security Interest.

15.8 Entire Agreement. The Loan Documents are the entire agreement concerning this Security Interest, without limiting other security.

15.9 Governing Law. This Agreement is governed by British Columbia and applicable federal laws. Each Debtor submits to non-exclusive British Columbia jurisdiction, without limiting enforcement elsewhere.

15.10 Language. The parties request English documentation. Les parties ont expressément demandé que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

15.11 Counterparts. Counterparts and electronic signatures are effective to the extent lawful.

15.12 Time. Time is of the essence.

[The remainder of this page has intentionally been left blank.]

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IN WITNESS WHEREOF, each Debtor has executed and delivered this General Security Agreement as of the date first written above.

	NURAN WIRELESS INC.
	Per:
	Name:	Francis Létourneau
	Title:	Director and CEO
	ADVANCE FACTORING INC.
	as Subsidiary Guarantor
	Per:
	Name:	Francis Létourneau
	Title:	Director
	INNOVATION NUTAQ INC.
	as Subsidiary Guarantor
	Per:
	Name:	Francis Létourneau
	Title:	Director

ACKNOWLEDGED AND AGREED TO BY:

	[***]
	Per:
	Name:	[***]
	Title:	[***]

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Exhibit 99.3

PRESS RELEASE

For immediate release

NURAN WIRELESS SECURES US$10 MILLION NON-DILUTIVE FACILITY AND CONFIRMS NO ATM SALES AT CURRENT MARKET LEVELS

●	US$10 million facility from supporting shareholder group provides a non-equity alternative for working capital and tower construction, subject to its terms
●	Non-convertible facility contains no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features
●	No shares have been sold under the At-The-Market equity program (“ATM”)
●	Management believes the share price does not adequately reflect NuRAN’s deployed towers, site economics and contracted growth opportunity

QUÉBEC, CANADA — October 29, 2026 — NuRAN Wireless Inc. (Nasdaq: NUR; FSE: 1RN) (“NuRAN” or the “Company”) today announced that it has entered into a definitive US$10 million non-convertible revolving credit facility with a lender representing a supporting shareholder group (the “Lender”). The facility (the “US$10 million Facility”) is intended to fund working capital and additional telecommunications tower construction.

NuRAN is also confirming that to date no common shares have been sold under the Company’s at-the-market equity program (the “ATM”) since the program was announced on September 15, 2026. With this non-equity funding alternative in place, NuRAN has elected not to use its ATM facility at current market prices. Management has no current intention of directing sales under the program. Management believes the current share price does not adequately reflect the underlying value of the Company’s deployed tower base, site-level economics and contracted growth opportunity.

“We have heard shareholders’ concerns about dilution. We have not sold a single share through the ATM, and we are not using it at current prices. In our view, today’s share price does not adequately reflect the towers we have deployed, the economics of our sites or the contracted opportunity ahead of us. Our priority is to finance the build-out of revenue-generating infrastructure on terms that make sense for NuRAN and its shareholders—not issue equity at prices we believe fail to reflect the value of the business,” said Francis Létourneau, President and Chief Executive Officer of NuRAN Wireless.

“This US$10 million facility gives us a non-equity funding alternative to support that approach. It carries no conversion rights, warrants or other equity-linked features. Our focus remains on putting capital to work in additional towers, expanding recurring revenue and advancing toward positive cash flow from operations. Based on our current deployment plan and cash-flow forecast, we expect the facility capacity, together with operating cash flows and other available funding sources, to provide the runway to build the 125 additional towers we believe are required to achieve, at a minimum, positive cash flow from operations.”

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PRESS RELEASE

Key Highlights

●	No ATM Sales. The Company has neither issued nor sold any common shares under the ATM.
●	ATM not in use at current market levels. In light of the US$10 million Facility and management’s assessment of the Company’s underlying value, management does not consider the ATM to be an appropriate or necessary source of capital in current market conditions. The Company has no standing instructions to sell shares under the ATM.
●	Non-dilutive US$10 Million Facility. The US$10 million Facility contains no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features. Advances under the facility will not result in the issuance of common shares or dilution to existing shareholders.

ATM Not Being Used at Current Prices

No common shares have been sold under the ATM. Following the closing of the US$10 million Facility, management has determined that no sales will be made under the ATM in current market conditions, and the Company has no standing instructions to sell shares under the program. Management believes the current market price does not reflect NuRAN’s underlying value, having regard to, among other things, towers deployed and operating, contracted sites, site-level economics, the Company’s deployment pipeline and the expected contribution of additional revenue-generating sites. The ATM has not been terminated or withdrawn and remains available for future financial flexibility. Any future use would be considered only if management determines, in light of the Company’s capital requirements and then-prevailing price, trading volume and market conditions, that sales would be in the best interests of the Company and its shareholders.

US$10 Million Non-Dilutive Credit Facility

The US$10 million Facility has a maximum principal capacity of US$10 million and may be used for general working capital and tower construction until January 1, 2028, unless extended by mutual agreement. The Company may request advances from time to time based on its liquidity, operational requirements and deployment schedule, subject to the funding conditions, limitations and Lender rights in the definitive credit agreement.

Based on management’s current deployment plan and cash-flow forecast, management expects the maximum facility capacity, together with operating cash flows and other available funding sources, to be sufficient to complete the 125 additional towers it currently estimates are required for the Company to achieve positive cash flow from operations. This assessment depends on funding being available when needed, construction and activation proceeding as planned, and operating sites generating the revenue and cash collections forecast.

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PRESS RELEASE

The facility is secured by a first-ranking general security agreement granted by the Company and certain of its non-African subsidiaries. The security excludes the Company’s African operating subsidiaries, their assets and the equity interests in those subsidiaries.

The US$10 million Facility is non-convertible and non-dilutive: it contains no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features. No common shares or other equity securities are issuable to the Lender under the facility, and advances under it will not dilute existing shareholders.

The facility is separate from the proposed additional US$2 million of financing from the Facility for Energy Inclusion, a fund managed by Cygnum Capital, which the Company expects to announce shortly.

About NuRAN Wireless:

NuRAN Wireless Inc. (Nasdaq: NUR; FSE: 1RN) is a rural telecommunications infrastructure company connecting remote and underserved communities across Africa. Through its Network-as-a-Service model, NuRAN finances, builds, owns, operates and maintains 2G, 3G and 4G mobile network infrastructure for mobile network operators seeking to expand coverage outside urban markets.

NuRAN has more than 5,000 sites under contract, of which a portion has been built and is operating today. The Company combines telecommunications engineering, low-power wireless technology, renewable-energy-enabled infrastructure, site selection and field operations to address the economic and technical challenges of rural mobile coverage.

Additional Information:

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

Francis Létourneau

Director and CEO

Francis.letourneau@nuranwireless.com

Tel: (418) 264-1337

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PRESS RELEASE

Forward-Looking Statements and Disclaimers

This news release contains “forward-looking information” under applicable Canadian securities laws and “forward-looking statements” under applicable United States securities laws (collectively, “forward-looking statements”). Statements other than statements of historical fact may be forward-looking statements. Words such as “anticipates,” “believes,” “could,” “expects,” “intends,” “may,” “plans,” “proposed,” “should,” “will,” “would” and similar expressions identify some, but not all, forward-looking statements. No reference in this news release to forward-looking statements is intended to claim protection under any U.S. statutory safe harbour where that protection is unavailable.

Forward-looking statements in this news release include statements concerning: the Company’s current view that, as a result of having secured the US$10 million Facility and at the current market price of the Company’s common shares, the ATM is not presently an appropriate or necessary source of capital; management’s present determination not to make ATM sales in current market conditions; the factors management may consider in any future use of the ATM; the availability, maximum capacity, timing, frequency and amounts of any advances requested or funded under the US$10 million Facility, including management’s expected discretion to request advances from time to time as funding needs arise; the capacity and willingness of the Lender to fund advances; the use of advances for working capital and tower construction; the expected operating and deployment horizon provided by the US$10 million Facility; the number and timing of additional tower builds; the effect of additional tower builds on revenue, operating cash flow and the Company’s ability and timing to achieve positive cash flow; the sufficiency of the maximum facility capacity, together with operating cash flows and other available funding sources, to complete the tower builds management believes are required to achieve positive cash flow; the non-convertible and non-dilutive nature of the US$10 million Facility and the absence of conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features; the anticipated additional US$2 million of Cygnum-managed financing and the timing of its announcement; the proposed US$12 million AFRIGREEN senior project financing; and the completion, timing and terms of those financings.

Forward-looking statements are based on management’s current plans, estimates, expectations and assumptions as of the date of this news release. Material assumptions include that: management maintains its present determination not to make ATM sales in current market conditions; the Company’s assessment of its financing requirements and market conditions does not change materially; the Lender has and maintains the capacity and willingness to fund advances in accordance with the definitive agreement; the Company satisfies the applicable requirements for each requested advance and management’s anticipated timing and amounts of draw requests align with the Company’s funding needs; the US$10 million Facility remains in effect and advances are available when required; proceeds are deployed as planned; tower construction is completed on budget and on schedule; completed towers become operational and generate revenue and cash flow in the amounts and within the periods forecast; anticipated customer collections and other operating receipts are received in the amounts and at the times forecast; operating, deployment, financing and other expenditures occur substantially as forecast; the facility’s maximum capacity, operating cash flows and other available funding sources are sufficient to complete the additional tower builds management believes are required for the Company to achieve positive cash flow; the US$10 million Facility continues to contain no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features; and the additional Cygnum-managed financing and the proposed US$12 million AFRIGREEN financing proceed on the timing and terms expected.

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PRESS RELEASE

Actual results may differ materially from those expressed or implied by forward-looking statements because of risks and uncertainties, including: changes in the Company’s financing requirements, market conditions or the market price of its common shares; any future use of the ATM, which could result in equity dilution; lender funding, credit and counterparty risk; limits on the timing, frequency or amount of advances, the possibility that requested advances will not be funded and the risk that the full US$10 million maximum facility capacity is not immediately or ultimately available or drawn; defaults, termination rights or other restrictions under the definitive agreement; delays, cost overruns, permitting, logistics, power, security, regulatory, political, operational and other risks affecting tower construction and activation; lower or delayed revenue, customer collections or operating receipts from existing or new towers; higher or accelerated operating, deployment, financing, debt-service or other costs; foreign-exchange movements; the risk that the Company builds fewer towers than planned or does not achieve positive cash flow when expected or at all; the risk that the additional Cygnum-managed financing or the proposed US$12 million AFRIGREEN financing is delayed, completed on different terms or not completed; the need to obtain additional financing sooner than anticipated and the risk that such financing is unavailable or available only on unfavourable or dilutive terms; and the Company’s broader operational, regulatory, political, security, capital-markets and Nasdaq compliance risks.

The US$10 million amount is the maximum principal capacity of the US$10 million Facility and does not represent cash on hand or an amount that is immediately available or drawable in full. The Company expects to request advances from time to time as management determines funding is required, rather than necessarily drawing the full commitment at once. The timing and amount of any advance will depend on the Company’s funding requirements and the definitive agreement, including applicable funding procedures, conditions, limitations and lender rights. The US$10 million Facility is debt financing and is subject to interest, fees, repayment obligations and other lender protections.

There can be no assurance that the Lender will fund any particular advance; that any particular amount, including the maximum US$10 million capacity, will be available or drawn; that the US$10 million Facility will remain available for the period expected; that the maximum facility capacity, operating cash flows and other funding sources will be sufficient to construct the planned number of towers; that tower construction will be completed as planned; that completed towers will generate the anticipated revenue or cash flow; that the Company will achieve positive cash flow within the anticipated period or at all; that the additional Cygnum-managed financing or the proposed US$12 million AFRIGREEN financing will be completed on the timing and terms expected or at all. The Company may elect to make sales under the ATM in the future if management determines that the Company’s capital requirements and then-prevailing price, trading volume and market conditions make such sales appropriate, and any such sales could result in equity dilution. Readers should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this news release. Additional risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission and Canadian securities regulators, available on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca. The Company undertakes no obligation to update or revise forward-looking statements except as required by applicable law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction, or an offer, solicitation or sale in any jurisdiction where it would be unlawful.

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 179.3 KB
• EX-99.2 EX-99.2 117.2 KB
• EX-99.3 EX-99.3 39.4 KB
• EX-99 GRAPHIC 17.3 KB