US$10 million facility from supporting shareholder group provides a non-equity alternative for working capital and tower construction, subject to its terms
Non-convertible facility contains no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features
No shares have been sold under the At-The-Market equity program (“ATM”)
Management believes the share price does not adequately reflect NuRAN’s deployed towers, site economics and contracted growth opportunity
QUÉBEC, CANADA / October 29, 2026 / NuRAN Wireless Inc. (Nasdaq:NUR)(FSE:1RN) (“NuRAN” or the “Company”) today announced that it has entered into a definitive US$10 million non-convertible revolving credit facility with a lender representing a supporting shareholder group (the “Lender”). The facility (the “US$10 million Facility”) is intended to fund working capital and additional telecommunications tower construction.
NuRAN is also confirming that to date no common shares have been sold under the Company’s at-the-market equity program (the “ATM”) since the program was announced on September 15, 2026. With this non-equity funding alternative in place, NuRAN has elected not to use its ATM facility at current market prices. Management has no current intention of directing sales under the program. Management believes the current share price does not adequately reflect the underlying value of the Company’s deployed tower base, site-level economics and contracted growth opportunity.
“We have heard shareholders’ concerns about dilution. We have not sold a single share through the ATM, and we are not using it at current prices. In our view, today’s share price does not adequately reflect the towers we have deployed, the economics of our sites or the contracted opportunity ahead of us. Our priority is to finance the build-out of revenue-generating infrastructure on terms that make sense for NuRAN and its shareholders-not issue equity at prices we believe fail to reflect the value of the business,” said Francis Létourneau, President and Chief Executive Officer of NuRAN Wireless.
“This US$10 million facility gives us a non-equity funding alternative to support that approach. It carries no conversion rights, warrants or other equity-linked features. Our focus remains on putting capital to work in additional towers, expanding recurring revenue and advancing toward positive cash flow from operations. Based on our current deployment plan and cash-flow forecast, we expect the facility capacity, together with operating cash flows and other available funding sources, to provide the runway to build the 125 additional towers we believe are required to achieve, at a minimum, positive cash flow from operations.”
Key Highlights
No ATM Sales. The Company has neither issued nor sold any common shares under the ATM.
ATM not in use at current market levels. In light of the US$10 million Facility and management’s assessment of the Company’s underlying value, management does not consider the ATM to be an appropriate or necessary source of capital in current market conditions. The Company has no standing instructions to sell shares under the ATM.
Non-dilutive US$10 Million Facility. The US$10 million Facility contains no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features. Advances under the facility will not result in the issuance of common shares or dilution to existing shareholders.
ATM Not Being Used at Current Prices
No common shares have been sold under the ATM. Following the closing of the US$10 million Facility, management has determined that no sales will be made under the ATM in current market conditions, and the Company has no standing instructions to sell shares under the program. Management believes the current market price does not reflect NuRAN’s underlying value, having regard to, among other things, towers deployed and operating, contracted sites, site-level economics, the Company’s deployment pipeline and the expected contribution of additional revenue-generating sites. The ATM has not been terminated or withdrawn and remains available for future financial flexibility. Any future use would be considered only if management determines, in light of the Company’s capital requirements and then-prevailing price, trading volume and market conditions, that sales would be in the best interests of the Company and its shareholders.
US$10 Million Non-Dilutive Credit Facility
The US$10 million Facility has a maximum principal capacity of US$10 million and may be used for general working capital and tower construction until January 1, 2028, unless extended by mutual agreement. The Company may request advances from time to time based on its liquidity, operational requirements and deployment schedule, subject to the funding conditions, limitations and Lender rights in the definitive credit agreement.
Based on management’s current deployment plan and cash-flow forecast, management expects the maximum facility capacity, together with operating cash flows and other available funding sources, to be sufficient to complete the 125 additional towers it currently estimates are required for the Company to achieve positive cash flow from operations. This assessment depends on funding being available when needed, construction and activation proceeding as planned, and operating sites generating the revenue and cash collections forecast.
The facility is secured by a first-ranking general security agreement granted by the Company and certain of its non-African subsidiaries. The security excludes the Company’s African operating subsidiaries, their assets and the equity interests in those subsidiaries.
The US$10 million Facility is non-convertible and non-dilutive: it contains no conversion rights, warrants, equity kicker, payment-in-shares provisions or other equity-linked features. No common shares or other equity securities are issuable to the Lender under the facility, and advances under it will not dilute existing shareholders.
The facility is separate from the proposed additional US$2 million of financing from the Facility for Energy Inclusion, a fund managed by Cygnum Capital, which the Company expects to announce shortly.
About NuRAN Wireless:
NuRAN Wireless Inc. (Nasdaq:NUR)(FSE:1RN) is a rural telecommunications infrastructure company connecting remote and underserved communities across Africa. Through its Network-as-a-Service model, NuRAN finances, builds, owns, operates and maintains 2G, 3G and 4G mobile network infrastructure for mobile network operators seeking to expand coverage outside urban markets.
NuRAN has more than 5,000 sites under contract, of which a portion has been built and is operating today. The Company combines telecommunications engineering, low-power wireless technology, renewable-energy-enabled infrastructure, site selection and field operations to address the economic and technical challenges of rural mobile coverage.