Mr. Francis Letourneau reports

NURAN ANNOUNCES INTENTION TO COMPLETE CONSOLIDATION IN PREPARATION TO THE RESTRUCTURING TRANSACTION

Nuran Wireless Inc.'s board of directors of the company has approved a consolidation of its issued and outstanding common shares on the basis of one postconsolidated common share for every 300 preconsolidated common shares. This consolidation was approved by the company's shareholders at the shareholders meeting held on Oct. 22, 2025, where shareholder approval was given to undertake a consolidation of the company's common shares at a ratio to be determined by the board, at its sole discretion, to permit the corporation to satisfy all conditions and necessary regulatory approvals to list the common shares on the Nasdaq, New York Stock Exchange or such other United States national securities exchange as the board may determine in its sole discretion.

The board has set Dec. 9, 2025, as the effective date of the consolidation and anticipates the common shares to trade on a postconsolidated basis effective Dec. 9, 2025, subject to final confirmation from the Canadian Securities Exchange (the CSE).

Upon the completion of the consolidation, the Cusip and ISIN of the common shares will be changed to 67059X304 and CA67059X3040, respectively. The company's name and stock symbols shall remain unchanged.

After giving effect to the consolidation, the common shares will be reduced from 122,830,494 to approximately 409,436 common shares. No fractional common shares will be issued in connection with the consolidation. Instead, all fractional common shares equal to or greater than one-half resulting from the consolidation will be rounded to the next whole number, otherwise, the fractional common share will be cancelled. The exercise price and/or conversion price and number of common shares issuable under any of the company's outstanding convertible securities will be proportionately adjusted in connection with the consolidation.

The consolidation is being conducted on a push-out basis. Shareholders of the company without physical share certificates do not need to take any action with respect to the consolidation, as they will automatically receive new DRS advice representing the postconsolidation common shares.

Update on the restructuring transaction

In connection with the restructuring transaction, which was approved by the company's shareholders at the shareholders meeting held on Oct. 29, 2025, the company intends to finalize settlement agreements and subscription agreements with debt holders and new investors relating to the restructuring transaction to be effective as of the restructuring closing date.

As discussed in the company circular dated Sept. 9, 2025, and the company's news release dated Sept. 26, 2025, the restructuring agreements are designed to ensure that sufficient debt of the company will be converted to equity to increase the shareholder deficit on the company's balance sheet and raise additional funds for the company.

In connection with the restructuring transaction, the subscribers will agree to convert up to $26.3-million of debt and invest $3.7-million for units of the company at a price per unit equal to 10-day volume-weighted average price of the common shares on the Canadian Securities Exchange, for the first 10 trading days during which the postconsolidated common share trade on a postconsolidation basis, subject to the floor price, if required, by the CSE's policies. The effective closing date for the restructuring agreements will be following market close on the day when the issue price is determined.

Each unit will consist of: (i) one postconsolidated common share, and (ii) one-half of one postconsolidated common shares purchase warrant. Each whole warrant will entitle the holder thereofto acquire one postconsolidated common share at an exercise price of 150 per cent of the issue price per warrant share until 5 p.m. (Vancouver time) on the date of expiration of the warrant, which is five years following the date of issuance.

The cash proceeds raised from the restructuring transaction will be used by the company for working capital purposes. The shares and warrant shares are subject to a statutory four-month-and-one-day hold period, and such further restrictions as may apply under foreign securities laws.

Additional demand for units

Following the announcement of the restructuring transaction, the company was approached by additional debt holders, service providers and potential investors, who expressed willingness to participate in the restructuring transaction, which was already fully allocated. As such, following the closing of the restructuring transaction, the company may settle additional debt and payables, and/or raise additional equity, concurrent to or following the restructuring closing date, by issuing units at the issue price.

About Nuran Wireless Inc.

Nuran Wireless is a leading rural telecommunications company that meets the growing demand for wireless network coverage in remote and rural regions around the globe. With its affordable and innovative scalable solutions of 2G, 3G and 4G technologies, Nuran Wireless offers a new possibility for more than one billion people to communicate effectively over long distances efficiently and affordably.

We seek Safe Harbor.