NuRAN Announces Intention to Complete Consolidation in Preparation to the Restructuring Transaction

QUEBEC, QC / ACCESS Newswire / December 5, 2025 / NuRAN Wireless Inc. ("NuRAN" or the "Company") (CSE:NUR)(OTC:NRRWF)(FSE:1RN), a leading provider of mobile and broadband wireless infrastructure, announces that the board of directors of the Company (the "Board") has approved a consolidation of its issued and outstanding common shares ("Common Shares") on the basis of one post-consolidated Common Share for every three hundred (300) pre-consolidated Common Shares (the "Consolidation"). This Consolidation was approved by the Company's shareholders at the shareholders meeting held on October 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, NYSE or such other U.S. national securities exchange as the Board may determine in its sole discretion.

The Board has set December 9, 2025, as the effective date of the Consolidation and anticipates the Common Shares to trade on a post-consolidated basis effective December 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 post-Consolidation 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 October 29, 2025, the Company intends to finalize settlement agreements and subscription agreements (together, the "Restructuring Agreements") with debt holders and new investors (together, the "Subscribers") relating to the Restructuring Transaction to be effective as of the Restructuring Closing Date (as defined below).