Quebec, QC, Canada, August 23, 2018 – NuRAN Wireless Inc. (the “Company” or “NuRAN“) (CSE: NUR) (OTC: NRRWF) (FSE :1RN) is pleased to announce it has amended the terms of its previously issued 12% Senior Secured Convertible Debentures (the “Debentures“) to extend the maturity date of the Debentures from August 23, 2018 to August 23, 2019 (the “Debenture Amendment”). In consideration of the extension of the maturity date the Company agreed to extend the expiry date of the Series A Warrants issued in the original debenture offering from February 23, 2019 to February 23, 2020 and the expiry date of the Series B Warrants from February 23, 2020 to February 23, 2021. Except as outlined above all other terms of the Debenture and Series A and Series B Warrants are unaltered and continue to be in force and effect.
In connection with the Debenture Amendment certain debentureholders holding an aggregate of $300,000 of Debentures agreed to assign their Debentures to new debentureholders pursuant to an assignment agreement. As consideration for the assignment and extension of the Debentures, and subject to the approval of the Canadian Securities Exchange (“CSE“), the Company intends to issue to the new debentureholders an aggregate of 600,000 Series A special warrants and 600,000 Series B special warrants. Each of the Series A and Series B special warrants will be subject to the same terms and conditions of the amended Series A and Series B Warrants.
An aggregate amount of $60,000 of Debentures and, subject to CSE approval, the related 120,000 Series A special warrants and 120,000 Series B special warrants was assigned to Finexcorp Inc., a company controlled by Martin Bedard, who is a director and officer of the Company and, accordingly, the assignment and issuance thereof constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The assignment is exempt from (a) the valuation requirement of MI 61-101 pursuant to section 5.5(b) of MI 61-101 as the Company’s shares are not listed on a specified market, and (b) is exempt from the from the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Units to be issued to each related party does not exceed 25% of the Company’s market capitalization.
A material change report was not filed more than 21 days prior to closing on the basis that subscriptions and details concerning the Debenture Amendment and assignment of Debentures were not finalized until shortly before closing.
About NuRAN Wireless
NuRAN Wireless is a leading supplier of mobile and broadband wireless infrastructure solutions. Its innovative radio access network (RAN), core network, and backhaul products dramatically drop the total cost of ownership, thereby creating new opportunities for established, as well as emerging mobile network operators. Indoor coverage, isolated rural communities, offshore platforms and ships, NuRAN Wireless helps its customers reach everyone, everywhere.
For further information about NuRAN Wireless:
President and CEO
Tel: (418) 914-7484 Fax: (418) 914-9477
Toll Free: 1-855-914-7484 Email: firstname.lastname@example.org
www.nuranwireless.com or www.nutaq.com
Direct Financial Strategies and Communication
US Investor Contact
RB Milestone Group, LLC
Stamford, CT & New York, NY
No regulatory authority has approved or disapproved the information contained in this news release.
Forward Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the timing of the Offering, the use of proceeds from the Offering, and the future plans or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of NuRAN Wireless Inc., as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management’s discussion and analysis that is available on the Company’s profile on SEDAR at www.sedar.com. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.