Nuran Wireless Inc.

Recent Developments

On August 28, 2023, the Factor entered into a factoring agreement (the “Factoring Agreement”) with NuRAN (the “Seller”), pursuant to which the Factor agreed to acquire certain receivables of the Seller. In connection with the Factoring Agreement, the Seller also entered into a general security agreement and a guarantee, each dated August 28, 2023, in favour of the Factor as secured party. The initial closing occurred on August 28, 2023, at which time Approved Accounts with an aggregate face value of CAD $10,075,289.36 (as subsequently restated) were sold to the Factor. The consideration paid by the Factor consisted of: (i) CAD $4,638,340.95 paid to repay prior indebtedness owed by the Seller to entities associated with the Factor; (ii) CAD $800,000 payable by September 30, 2023; (iii) CAD $215,000 payable by a subsequent date; and (iv) CAD $650,000 payable by December 31, 2023. As an arrangement fee, the Seller issued 2,500,000 common shares to the Factor at the initial closing. Under the original Factoring Agreement, the Seller was required to satisfy any recourse notice in cash at 107% of the Purchase Amount or by issuing Units at a conversion price of $0.35 per share, with warrants exercisable at $0.40 per share.

First Amending Agreement (September 27, 2023): The parties entered into the first factoring amending agreement dated September 27, 2023, which: (i) extended the deadline for the $800,000 cash payment under Section 4.5.2 from September 30, 2023 to October 31, 2023; (ii) extended the financing milestone deadline under Section 13.1.3 from September 30, 2023 to October 31, 2023; and (iii) extended the deadline for Quebec security to be effected from 30 days to 60 days.

Second Amending Agreement (November 29, 2023, effective September 30, 2023): The parties entered into the second factoring amending agreement dated November 29, 2023, which: (i) reduced the conversion price under the recourse mechanism from $0.35 to $0.225 per share; (ii) reduced the warrant exercise price from $0.40 to $0.25 per share; (iii) restated Section 4.5 to reflect updated payment tranches totalling CAD $6,303,340.95 (including the initial $4,638,340.95 debt settlement, and additional tranches of $800,000 by October 31, 2023, $215,000 by November 14, 2023, and $650,000 by December 31, 2023); (iv) restated the arrangement fee under Section 4.6 to include an additional 1,000,000 shares by January 31, 2024 and 900,000 shares by March 15, 2024; (v) extended the Section 13.1.3 financing deadline to January 31, 2024; (vi) extended the deadline for Quebec security to be effected from 60 days to 125 days; (vii) updated Schedule 3 to add anticipated MINTA receivables (18 monthly payments of US$47,554.10 each from December 2023 to May 2025), with the Factor having the option to collect or waive such payments; and (viii) updated Schedule 1 to extend the applicable deadline to January 31, 2024.

Third Amending Agreement (December 22, 2023, effective September 30, 2023): The parties entered into the third factoring amending agreement dated December 22, 2023, which: (i) extended the deadline for the $650,000 cash payment under Section 4.5.4 of the Second Amending Agreement from December 31, 2023 to January 31, 2024; and (ii) extended the deadline for Quebec security to be effected from 125 days to 156 days.

**Fourth Amending Agreement (April 2, 2024):**The parties entered into the fourth factoring amending agreement, which: (i) restated Section 4.5 to update the aggregate face value of Approved Accounts to CAD $11,986,052.44 and the total Purchase Price to CAD $7,303,340.95 (reflecting the completion of additional cash payments, including $1,665,000 by January 31, 2024, $525,000 by March 19, 2024, and $475,000 by April 30, 2024); (ii) confirmed that all arrangement fee shares under Section 4.6 had been issued; (iii) replaced Schedule 3 with Schedule 3 (revised April 2024), which re-added certain invoices that had previously been the subject of Recourse Notices (totalling CAD $1,132,083.08 / USD $838,580.06):; (iv) provided that the Factor waived MINTA payments effective February 1, 2024, resulting in each such monthly amount plus US$15,000 being added to the face value of Approved Accounts; and (v) extended the deadline for Quebec security to be effected from 156 days to 246 days.

The following Recourse Notices were issued and settled by the Seller through the issuance of Units during 2024:

Fifth Amending Agreement (June 25, 2024): The parties entered into the fifth factoring amending agreement, which: (i) confirmed all payments under the restated Section 4.5 had been made; (ii) the Factor agreed to execute a Waiver and Subordination Request in connection with the FEI Financing (a facility agreement entered into on April 26, 2024 between NuRAN Wireless Africa Holding and Facility for Energy Inclusion, FEI-ONGRID LP), pursuant to which the Factor subordinated its security interests under the Factoring Agreement, the General Security Agreement, and the Guarantee to the security granted to the FEI lenders, and waived non-compliance with Section 13.1.3 of the Factoring Agreement; (iii) increased the aggregate Approved Accounts to CAD $17,886,251.50 through the addition of approximately USD $2,000,000 of new receivables, with a corresponding new draw facility of up to USD $2,000,000 available to the Seller in tranches not exceeding USD $100,000 with at least 10 business days between requests; (iv) replaced Schedule 3 with Schedule 3 (revised June 2024), which re-added certain invoices previously subject to Recourse Notices totalling CAD$733,770.56 / USD $543,533.75; (v) updated the deemed USD/CAD exchange rate from 1.35 to 1.37; and (vi) extended the deadline for Quebec security to be effected from 246 days to one year.

**Sixth Amending Agreement (December 23, 2024):**The parties entered into the sixth factoring amending agreement, which: (i) agreed that 2024 interest would accrue at 5% per annum (non-compounding) until January 1, 2025, reverting thereafter to 15% per annum; (ii) updated the aggregate Approved Accounts to CAD $25,486,251.50, with Paid Accounts of $18,508,740.23 and Unpaid Accounts of $4,500,000; (iii) updated the total Purchase Price to $10,043,340.95, of which $8,247,202.85 had been paid and $1,796,138.10 remained outstanding (Unpaid Purchase Price); (iv) provided for a new short-term loan facility of up to $300,000 available to the Seller, with each loan bearing a 2% lending fee (increasing by 1% per calendar month to a maximum of 10%), interest at 15% per annum, default interest at 25% compounding, and subject to conversion to Paid Accounts if not repaid within 45 days; (v) reduced the conversion price from $0.225 to $0.20 per share; (vi) extended the term of any outstanding warrants held by the Factor from three years to five years, including extending any warrant expiring on August 28, 2026 to August 28, 2028; (vii) increased the cash recourse threshold from 107% to 135% of the Purchase Amount; (viii) extended the deadline for Quebec security to be effected from one year to 18 months; (ix) increased the aggregate Approved Accounts cap from $15,000,000 to $25,500,000; and (x) replaced Schedule 3 with Schedule 3 (revised December 2024), re-adding certain invoices previously subject to Recourse Notices, totalling CAD $611,657.64 / USD $446,465.43.

**Seventh Amending Agreement (April 15, 2025):**The parties entered into the seventh factoring amending agreement, which: (i) settled three short-term promissory notes issued pursuant to Section 7 of the Sixth Amending Agreement, the December 23, 2024 Note ($150,000), the January 22, 2025 Note ($63,405.12), and the February 4, 2025 Note ($146,030.00), as credits against additional Paid Accounts, with accrued interest of $1,962.74 on the December Note paid in cash; (ii) updated the aggregate Approved Accounts to CAD $26,808,020.43 (Paid Accounts: $21,775,356.63; Total Purchase Price: $10,402,776.07; Purchase Price Paid: $9,622,392.97; Unpaid Accounts: $780,383.10); (iii) provided for an additional short-term loan facility of up to $200,000; and (iv) extended the deadline for Quebec security to be effected from 18 months to 24 months; and (v) increased the aggregate Approved Accounts cap to $27,000,000.

**Eighth Amending Agreement (August 19, 2025):**The parties entered into the eighth factoring amending agreement, which settled 14 additional short-term promissory notes (the April 15 Note through August 19 Note, totalling approximately $1.35 million in principal) as credits against Paid Accounts, with the Seller having the option to repay each such note in cash by August 25, 2025 in lieu of the credit being applied to Paid Accounts.

The following additional Recourse Notices were issued and settled by the Seller through the issuance of Units during 2025:

On December 9, 2025, the Factor amended its articles to reclassify its common shares into Class A Common Shares and Class B Common Shares, each issuable in an unlimited number. On December 16, 2025, the Factor completed a 1,000,000-for-1 share split, resulting in 100,000,000 common shares issued and outstanding. On December 19, 2025, the Factor issued 726,752,667 preferred shares at a fair value of $0.01 per share for the settlement of debt with certain shareholders and related parties.

On December 22, 2025, the Restructuring Transaction closed. NuRAN acquired all of the issued and outstanding shares of the Factor pursuant to a share purchase agreement, in exchange for 7,198,026 Units of NuRAN at a deemed price of $2.89 per Unit, representing aggregate consideration of approximately $20,802,303.09. Following completion of the Restructuring Transaction, the Factor ceased to operate as an independent entity and its assets and liabilities were integrated into the Company.

Information Concerning the Factor Following Completion of the Transaction

As a result of the Restructuring Transaction, the Company acquired all of the issued and outstanding common shares and Preferred Shares of the Factor. Any related indebtedness under the Preferred Shares constitutes intercompany balances and are eliminated in the consolidated financial statements. The Company expects to dissolve the Factor at a later date.

On a pro forma basis, before transaction costs related to the Transaction, as at December 31, 2025, the Factor had approximately $6, less transaction costs, in cash. See “Information Concerning Resulting Issuer - Consolidated Capitalization” in this material change report, as well as the pro forma consolidated financial information and the accompanying notes thereto attached as Schedule “B”.