Quebec, QC, Canada, June 7, 2018 – NuRAN Wireless Inc. (the “Company” or “NuRAN“) (CSE: NUR) (OTC: NRRWF) (FSE :1RN) is pleased to announce it has closed its previously announced non-brokered private placement of units of the Company (“Units”) at a price of $0.12 per Unit, each Unit consisting of one common share (a “Share”) and one share purchase warrant (a “Warrant”) for aggregate gross proceeds of $2,519,600 (the “Offering”). In connection with the Offering the Company also settled $809,700 of debt owed to various insiders, employees and consultants of the Company in consideration of an aggregate of 6,747,500 Units (the “Debt Settlement”).
The Company issued an aggregate of 27,744,168 pursuant to the Offering and Debt Settlement. Each Warrant issued entitles the holder to acquire one additional Share at a price of $0.20 per Share for a period of 24 months from closing. In connection with the Offering the Company paid finder’s fees consisting of cash fees totalling $144,382 and issued an aggregate of 1,203,182 finder’s warrants exercisable at a price of $0.12 per Share for a period of 24 months from closing. All securities issued are subject to a hold period expiring four months and one day from closing in accordance with applicable securities laws.
The Private Placement was oversubscribed and due to a high level of investor interest the Company intends to close a second tranche for additional gross proceeds of up to $500,000. The Company intends to use the net proceeds from the Offering to continue advancing its expansion into major foreign markets such as Africa, Mexico, Latin America and South East Asia by bringing mobile connectivity to the unconnected.
An aggregate amount of $784,800 of debt was owed to Martin Bedard, Francis Létourneau, Thierry Cases and Maxime Dumas who directors and officers of the Company and, accordingly, the settlement 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 Debt Settlement 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 Debt Settlement were not finalized until shortly before closing.
No regulatory authority has approved or reviewed the contents of the information contained in this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.