Mr. Francis Letourneau reports

NURAN WIRELESS INCREASES SERIES A PREFERRED SHARE FINANCING TO C$7.6 MILLION AND ANNOUNCES DEBT SETTLEMENTS

Further to Nuran Wireless Inc.'s news release dated August 4, 2026, it has increased the aggregate size of its previously announced private placement of Series A convertible preferred shares from $6,500,001 to $7.6-million, at the request of The Nasdaq Stock Market LLC in connection with the company's pending listing application. All amounts in this news release are in Canadian dollars.

Increase in the financing

The institutional investor previously announced has agreed, pursuant to an amending agreement to its subscription agreement dated Aug. 5, 2026, to increase its commitment to the financing to $7.6-million. The company's board of directors has also increased the maximum number of Series A convertible preferred shares authorized for issuance from 1.7 million to two million, representing aggregate gross proceeds of up to $8.5-million at the subscription price of $4.25 per preferred share. A notice of alteration giving effect to that increase and to the amended terms of the preferred shares described below will be filed with the registrar of companies for the province of British Columbia.

The investor's subscription amount will be reduced dollar for dollar by the amount of any indebtedness or accounts payable of the company settled in preferred shares by other creditors at closing, such that the aggregate size of the financing remains $7.6-million. The company anticipates issuing an aggregate of approximately 1,788,235 preferred shares at closing.

Terms of the preferred shares and conversion price

The preferred shares will be issued at a subscription price of $4.25 per preferred share. The Canadian Securities Exchange (the CSE) has confirmed that the company may rely upon the price of $5.00 per common share established under its confidential price protection request, and that as no discount may be applied to a convertible security the minimum permitted conversion price is $5.00 per common share. Accordingly, the conversion terms of the preferred shares have been amended so that, the conversion price is $5.00 per common share, with the result that each preferred share is convertible into 0.85 of a common share, subject to adjustments as described in the amended and restated special rights and restrictions of the Series A convertible preferred shares which will be filed under the company's profile on SEDAR+ and on EDGAR.

Debt settlements

A portion of the aggregate subscription amounts, being approximately $3.85-million, will be satisfied through the settlement of a convertible debenture of the company held by the investor. In addition, the company will settle approximately $220,000 of other indebtedness and accounts payable owing to creditors of the company, and $518,704 of accrued and unpaid salary owing to three members of the company's management, in each case in exchange for preferred shares at $4.25 per preferred share. The balance of the financing, being approximately $3-million, will be received by the company in cash. Together, the financing is expected to reduce the company's liabilities and increase its shareholders' equity by an aggregate of approximately $7.6-million, which the company expects will satisfy the applicable Nasdaq shareholders' equity listing standard.

Related party transaction

The participation in the financing by Francis Letourneau, chief executive officer and a director of the company, James Bailey, chief financial officer, and David Christopher Parsons, chief technology officer, by way of the settlement of an aggregate of $518,704 of accrued and unpaid salary, constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor of the consideration for, the transaction insofar as it involves interested parties exceeds 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days before the anticipated closing because the participation of the related parties was not finalized until shortly before closing and the company deemed it reasonable to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable time frame. Each related party will receive preferred shares and B warrants on the same terms as to price as the other participants, and is not entitled to any registration rights.

Closing

The financing is expected to close on or before Aug. 14, 2026, subject to the satisfaction or waiver of customary closing conditions, including the filing and acceptance of the notice of alteration, receipt of the acceptance of the CSE and receipt of all necessary regulatory approvals.

About Nuran Wireless Inc.

Nuran Wireless is a fast-growing, mission-driven rural telecommunications company dedicated to delivering affordable 2G, 3G, and 4G wireless connectivity to remote and underserved communities worldwide. Through its scalable network-as-a-service (NaaS) model, Nuran has deployed networks serving more than one billion people who lack reliable connectivity, driving economic development, digital inclusion, and social transformation across Africa and beyond. Bridging the digital divide, one connection at a time.

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