NuRAN Wireless Closes $3.5M Financing Fully Subscribed

Quebec, QC, February 27th, 2017 – NuRAN Wireless Inc. (“NuRAN” or the “Corporation”) is pleased to announce it has closed its fully subscribed brokered private placement of senior secured convertible debentures (each a “Debenture”) for gross proceeds of $3,500,000 (the “Offering”) previously announced on February 7, 2017.  The net proceeds from the Offering (net of all fees and commissions) are intended to be used for working capital purposes, repayment of debt, acquisition of certain technology, business development, and general and administrative purposes.

In connection with the closing of the Offering, NuRAN entered into an agency agreement with First Republic Capital Corporation (“”FRC” or the “Agent”) whereby FRC had been appointed as the lead agent in connection with the Offering.  Each Debenture matures 18 months following closing, bears interest an annual rate of 12% and is convertible, at the option of the Debentureholder, in whole or in part, into common shares in the capital of NuRAN at any time before the maturity date at a price of $0.25 per common share subject to adjustment in the event that the Corporation issues common shares at a price below $0.25 per share while the Debenture is outstanding. For each $0.25 of Debenture purchased, subscribers will receive (i) one-half of one transferable share purchase warrant (an “A Warrant”), with each whole A Warrant entitling the holder thereof to acquire one common share at a price of $0.30 per warrant share until the date that is 24 months from the closing date; and (ii) one-half of one transferable share purchase warrant (a “B Warrant”), with each whole B Warrant entitling the holder thereof to acquire one warrant share at a price of $0.45 per share until the date that is 36 months from the closing date. In the event that the closing price of NuRAN’s common shares on the Canadian Securities Exchange is $0.60 or greater per common share during any twenty (20) consecutive trading days period at any time after 4 months from the Closing Date and within 24 months after the closing date, the B Warrant will expire, at the sole discretion of NuRAN, at 4:00 p.m. (Toronto time) on the 30th day after the date on which NuRAN provides notice of acceleration to the B Warrant holders. The Corporation shall be entitled to prepay the full amount of the Debentures without penalty at any time after 6 months from their issuance date. As a condition of the Debentures and Agency Agreement NuRAN and its wholly owned subsidiary, Nutaq Innovation Inc. (“Nutaq”) granted security over their respective assets by way of Hypothec, NuRAN entered into a general security agreement over all present and after acquired property of NuRAN and Nutaq provided a guarantee securing the obligations of NuRAN under the Debentures.

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