Quebec, QC / TheNewswire / November 17, 2016 - NuRAN Wireless Inc. (CSE:NUR)  (“Nuran” or the “Corporation”) wishes to announce that it has closed an additional tranche of its previously announced brokered private placement of 7,058,000 at a price of $0.15 for aggregate gross proceeds of $1,058,700.15 (the “Offering”) with lead agent First Republic Capital Corporation (the “Agent”) in accordance with the terms of the agency agreement dated effective as of July 12, 2016 with the Agent.  In connection with the closing of the Offering the Agent and certain sub-agents received aggregate cash commission of $54,966.01 and an aggregate of 366,440 warrants, with each warrant entitling the holder to acquire an additional common share at an exercise price of $0.15 per common share for a period of twenty-four (24) months following the closing date.  

 

All securities issued pursuant to the Offering are subject to a statutory hold period expiring four months and one day after closing. The Corporation intends to use the net proceeds (net of all fees and commissions) of the Offering for working capital purposes, business development, and general and administrative purposes. Garfinkle Biderman LLP acted as counsel for the Agent in connection with the Offering. Certain insiders of the Corporation subscribed for 350,000 shares in settlement of outstanding debt under the Offering, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the insiders in the private placement was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in paragraph (a) of Section 5.5 and paragraph (a) of Section 5.7, respectively, of MI 61-101. Insofar as it applies to interested parties (as that term is defined in MI 61-101) neither the fair market value of the shares issued nor the consideration paid for the shares pursuant to the Offering exceeded 25% of the Corporation's market capitalization. A material change report will be filed less than 21 days before the closing date of the private placement. The board of directors has determined this shorter period to be reasonable and necessary given the circumstances in order to improve the Corporation's financial condition in a timely manner.

 

None of the securities issued in connection with the financing 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 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 Corporation 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 Innovations;

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

 

 No regulatory authority has approved or disapproved the information contained in this news 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 Company’s quest to connect the next billion; that this strategic acquisition allows Nuran to offer a complete mobile and broadband solution and the ability to secure the Nuran solution as the leader in rural and remote mobile connectivity, that the acquisition reinforces NuRAN’s strategic positioning towards new and small operators by offering an end-to-end mobile small-cell network solution with the lowest Total-Cost-of-Ownership (TCO) on the market and that the acquisition will allow NuRAN the opportunity to bring cellular coverage to emerging market where the return on investment (ROI) was previously simply too low.   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 NurRAN Wireless to obtain necessary financing; 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 Company’s competition; failure to integrate the technology and assets acquired from the Vendors and the Company’s failure to adequately protect its intellectual property; interruption or failure of information technology systems and other risk factors described in the Company’s reports filed on SEDAR), including its financial statements for the year ended October 31, 2015, 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.