NuRAN Revises Agreements to Propel Infrastructure Ambitions

 NuRAN Wireless Inc., a leading supplier of mobile and broadband wireless infrastructure solutions, has announced the following corporate updates on business:

Extension of Bridge Loan for US$1.5 Million

NuRAN has announced that it has received an extension from the US based institution that provided the bridge loan (as announced on April 4, 2023 and April 24, 2023) that it has agreed to extend the bridge loan until October 21, 2024 to allow the Company sufficient time to complete other financing aimed at building out NaaS infrastructure. As consideration, the Company has agreed to increase the principal amount on the loan by 10% as an extension fee and issue the lender 5,000,000 share purchase warrants to replace the existing warrants held by the lender, with each warrant exercisable to acquire a share of the Company at an exercise price of $0.25 for a period of two years. In addition, the Company has agreed to add a conversion feature to the loan, at $0.225 per common shares of the Company. Any securities issuable upon exercise of these warrants or conversion of the loan will be subject to a statutory hold period of four months and one day.

Update on the Factoring Agreement.

NuRAN has announced that it has amended the terms of the factoring agreement dated August 28, 2023 (the “Amendment”). Pursuant to the Amendment, the Company has sold Receivables (as defined in the Company’s news release dated August 28, 2023) valued at $1.425 million for proceeds of $865,000 consisting of: (i) a cash payment of $215,000 that have been received by the Company; and (ii) a cash payment $650,000 on or before December 31, 2023 for the purpose of funding working capital requirements leading up to the finalisation of other loans. Included in the Amendment, the factoring company agreed to extend various deadlines until January 31, 2024. Furthermore, pursuant to the Amendment, if the Company chooses to satisfy the Recourse Account (as defined in the Company’s news release dated August 28, 2023) by issuing Units (as defined in the Company’s news release dated August 28, 2023), which is entirely at the discretion of the Company, the deemed price per Unit will be $0.225 per Unit and the warrant exercise price will be $0.25. Finally, the Amendment adjusted the timing and quantum of the Fee Shares (as defined in the Company’s news release dated August 28, 2023) so that the remaining balance of 1,300,000 Fee Shares has increased to 1,900,000, 1,000,000 of which will be issued on or before January 31, 2024, and the remainder will be issued on or before March 15, 2024. The Fee Shares will be subject to a statutory hold period in Canada of four months and a day from issuance.

Update on the Secured Convertible Debentures

NuRAN is also pleased to announce that the holders of its convertible secured debentures issued in August 2023 have agreed to waive certain rights pursuant to the debentures, including relating to events of default and extending those deadlines to February 28, 2024. As consideration to these debenture holders, the Company has agreed to a new conversion price of $0.225 per unit, with each unit comprised of one common share and three quarters (3/4) of one warrant, with each whole warrant exercisable to acquire an additional common share at a price of $0.25 until August 28, 2026. As additional consideration to the debenture holders, the Company has agreed to issue 120,000 common shares, which are subject to a statutory hold period in Canada of four months and a day.