Quebec, QC / TheNewswire / February 7th, 2017 - NuRAN Wireless Inc. (“NuRAN” or the “Corporation”) is pleased to announce it has entered into an engagement agreement with First Republic Capital Corporation (“”FRC” or the “Agent”) whereby FRC has been appointed as the lead agent in connection with a private placement offering of senior secured convertible debentures (each a “Debenture”) for gross proceeds of up to $3,500,000 (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 (the “Conversion Price”) 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 day 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.

All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day after closing. Completion of the Offering is subject to a number of conditions, including, without limitation, receipt of any required regulatory and exchange approvals. The Corporation intends to use the net proceeds (net of all fees and commissions) of the Offering for working capital purposes, repayment of debt, acquisition of certain technology, business development, and general and administrative purposes.

None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

 

About NuRAN Wireless

NuRAN Wireless, with its wholly owned subsidiary Nutaq Innovation, is a leading supplier of mobile and broadband wireless solutions. Its innovative GSM, LTE, and White Space radio access network (RAN) and backhaul products dramatically drop the total cost of ownership, thereby creating new opportunities for mobile network operators and internet service providers.

The Company provides a variety of specialist systems for indoor coverage, rural and urban connectivity in emerging markets, connectivity to offshore platforms and ships, and for emergency and crisis communications.

For further Information about NuRAN Wireless or Nutaq Innovation:

www.nuranwireless.com or www.nutaq.com

Martin Bédard and Patrice Rainville
Co-Presidents and Co-CEOs

Tel: (418) 914-7484  Fax: (418) 914-9477
Toll Free: 1-855-914-7484  Email: info@nuranwireless.com ; info@nutaq.com

Direct Financial Strategies and Communication

Frank Candido

514-969-5530        Email: directmtl@gmail.com

FIRST REPUBLIC CAPITAL CORPORATION

Richard C. Goldstein
Tel: (416) 957-6303  Email: info@firstrepubliccapital.com
www.firstrepubliccapital.com

No regulatory authority has approved or reviewed the contents of the information contained in this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of NuRAN Wireless to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: the intention to expand the business and operations of NuRAN Wireless and its product line, the completion of the Offering on the above terms and the use of proceeds. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of NuRAN Wireless to obtain necessary approvals for and to complete the Offering; general economic conditions in Canada and globally; competition for, among other things, capital and skilled personnel; our ability to hire and retain qualified employees and key management personnel; possibility that government policies or laws may change; possible disruptive effects of organizational or personnel changes; technological change, new products and standards; risks related to acquisitions and international expansion; reliance on large customers; reliance on a limited number of suppliers; risks related to the Corporation’s competition; and the Corporation’s failure to adequately protect its intellectual property; interruption or failure of information technology systems and other risk factors described in the Corporation’s reports filed on SEDAR (www.sedar.com), including its financial statements for the year ended October 31, 2016, and those referred to under the heading “Risk Factors”.  These forward-looking statements should not be relied upon as representing NuRAN Wireless’ views as of any date subsequent to the date of this press release.