Mr. Francis Letourneau reports

NURAN PROVIDES CLARIFICATION AND CORRECTIONS REGARDING RESTRUCTURING TRANSACTION DISCLOSURE

Further to the prior press release of Dec. 23, 2025, Nuran Wireless Inc.'s acquisition of Advance Factoring Inc. has resulted in a restructuring transaction within the meaning of National Instrument 51-102 (Continuous Disclosure Obligations (), and the company is in the process of preparing a material change report containing the disclosure required by Section 14.2 of Form 51-102F5 (Information Circular) in respect of Factor.

Restatement and correction of prior disclosure

This news release restates and corrects certain information contained in the company's press release dated Dec. 23, 2025. In particular, the company is correcting the disclosure on the following items:

• The amount of the debt settlements completed for $6,172,629; and
• For the initial tranche of the additional amounts, the company issued an aggregate of 2,115,064 units at a price of $2.89 per unit, for aggregate gross proceeds consisting of cash subscriptions of $2,599,932 and debt settlements of $3,512,627.

Restructuring transaction and disclosure status

The restructuring transaction involves the acquisition by the company of Factor as part of a broader restructuring of the company's financial position. On Dec. 22, 2025, the company issued an aggregate of 10,380,618 units, at $2.89 per unit, which included cash subscriptions of $3,025,068, debt settlements of $6,172,629 and the acquisition of Factor for $20,802,303.09, and an aggregate of 2,115,064 units at a price of $2.89 per unit.

The restructuring transaction was implemented through the acquisition of Factor, a private company whose principal assets consisted of factored receivables representing financial claims against the company arising from prior factoring arrangements. The fundamental economic effect of this transaction is equivalent to a debt settlement in which the creditor's claim against the company is extinguished through the issuance of units. The consideration for Factor was $20,802,303.09, composed of 7,198,026 units issued at $2.89 per unit.

The restructuring transaction structure was used as a legal and tax-efficient mechanism to effect the settlement and extinguishment of indebtedness owed by the company, which allowed administrative efficiency and a 23-per-cent discount on the amounts owed.

As consideration for the acquisition of Factor, the vendors of Factor received common shares of the company. Upon completion of the restructuring transaction, the vendors of Factor held 55.80 per cent of the company's outstanding common shares, resulting in a change of control of the company.

Regulatory status update

The B.C. Securities Commission has advised the company that, pending the completion and filing of the material change report containing the disclosure required by Section 14.2 of Form 51-102F5 in respect of Factor, the company is considered to be in default of certain continuous disclosure requirements in accordance with Canadian Securities Administrators' Notice 51-322 (Reporting Issuer Defaults). As a result, the company expects to be included on the commission's issuers in default list and to be removed from the list once the required disclosure has been completed and filed.

The company is continuing to prepare the required disclosure and intends to remedy the default as soon as practicable in accordance with applicable securities laws.

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.