QUEBEC, QC / ACCESSWIRE / August 29, 2023 / NuRAN Wireless Inc. ("NuRAN" or the "Company") (CSE:NUR) (OTCQB:NRRWF) (FSE:1RN), a leading supplier of mobile and broadband wireless infrastructure solutions, is pleased to announce further to its press release on July 25, 2023 that it has entered into a factoring agreement with a factoring company (the "Factor") dated as of August 28, 2023 (the "Factoring Agreement") for the sale of up to $15 million of receivables owed to the Company by its operating subsidiaries in Africa (the "Receivables"). Pursuant to the factoring facility the Company has sold Receivables valued at $8.65 million (the "Sold Receivables") for gross proceeds of $5,438,340 consisting of: (i) a cash payment of $4,638,340 were used to settle outstanding loans advanced by short term lenders, who are affiliates of the Factor; and (ii) a cash payment $800,000 on or before September 30, 2023 for the purpose of funding working capital requirements leading up to the finalisation of DFI loans. The Company does not anticipate needing to sell the remaining $6.35 million of Receivables.

Under the terms of the Factoring Agreement, the Factor will have recourse against NuRAN for any Sold Receivables, in certain circumstances. If the Factor delivers a recourse notice for a specific Sold Receivable ("Recourse Account"), the Company will have the option of satisfying any repurchase request of the Recourse Account in cash at 107% the price originally paid by the factoring company for the Recourse Account or by issuing units of the Company (each a "Unit") at $0.35 per Unit for the amount of the Recourse Account. Each Unit will be comprised of (i) one share in the capital of the Company; and (ii) three quarters (3/4) of one warrant exercisable into one additional share of the Company at $0.40 for a period of 3 years from entering into of the factoring facility. The Sold Receivables will bear interest until the Factor has received payment, at a rate of 15% per annum. If the Company does complete a subsequent sale of Receivables, the pricing on the Units will be set in compliance with applicable policies of the Canadian Securities Exchange.

In connection with the factoring facility, the Company agreed to pay an arrangement fee to the Factor consisting of 3,800,000 common shares (the "Fee Shares") (having a deemed value of $0.23 based on closing price of the common shares of NuRAN on the closing) representing approximately 5% of the total factoring facility. 2,500,000 of these Fee Shares were issued at the initial closing and the remainder will be issued on January 2, 2024. The Fee Shares will be subject to a statutory hold period in Canada of four months and a day.

Restructuring of Secured Convertible Debentures

NuRAN is also pleased to announce that has restructured its convertible secured debentures issued in February, 2023. The debenture holders have agreed to extend the maturity for a further 12 months to August, 2024 and waive certain rights pursuant to the debentures, including relating to events of default in favour of EIB and the other DFI. As consideration to these debenture holders, the Company has entered into debt settlement agreements and agreed to pay a 5% extension fee pursuant to which the prior secured debentures and related security agreements from February 2023 were cancelled and the Company agreed to issue the following: (i) secured convertible debentures (the "New Debentures") in the new aggregate principal amount of $2,792,810 (inclusive of accrued interest and fees) with a new conversion price of $0.35 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 $0.40 until August 28, 2026. The New Debentures will bear interest until at a rate of 15% per annum.

About NuRAN Wireless:

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. "Bridging the Digital Divide, One Connection at a Time."