Nuran Wireless Inc.

Restructuring Transaction

On December 22, 2025, the Company announced that it closed a Restructuring Transaction to purchase of all the issued outstanding common shares and preference shares of the Factor. The Restructuring Transaction resulted in the Company issuing an aggregate of 10,380,618 units (each, a “Unit”), at $2.89 per Unit, for aggregate gross proceeds of approximately $30 million, which included cash subscriptions of $3,025,067, debt settlements of $6,172,629, and the acquisition of Factor for $20,802,303 as a debt settlement. Each Unit consisted of one common share of the Company and one half of one common share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share at an exercise price of $4.335 per share until December 22, 2030. In connection with the acquisition of the Factor, the Company issued common shares representing 55.78% of the Company’s outstanding voting securities, and as a result the vendors of the Factor are able to materially affect the control of the Company. As a result of the Restructuring Transaction, the Factor became a wholly-owned subsidiary of the Company. Accordingly, the transaction constitutes a “restructuring transaction” within the meaning of paragraph (c)(i) of the definition of that term in s.1 of NI 51-102. The Company must file a material change report containing the disclosure required by sections 5.2 of Form 51-102F3 and 14.2 of Form 51-102F5**–** Information Prospectus-level disclosure in respect of the Factor. The Company expects to dissolve the Factor at a later date. As of June 30, 2026, the Factor has not yet been dissolved.

The Restructuring Transaction strengthened the Company’s financial statements and supported its recent NASDAQ listing, presenting a stronger profile to potential equity and debt investors, and significantly reducing financial costs to improve the path to profitability.