NuRAN announces brokered private placement financing of up to $5,000,000

QUEBEC, June 5, 2015 /CNW Telbec/ – NuRAN Wireless Inc. (“Nuran” or the “Corporation”) is pleased to announce it has entered into an engagement agreement with Jones, Gable & Company Limited (“JGC”) pursuant to which JGC has agreed to act as lead agent on a commercially reasonable efforts basis for a private placement offering of a minimum of 2,000,000 units (each a “Unit”) and up to a maximum of 10,000,000 Units at a price of $0.50 per Unit for gross proceeds of up to $5,000,000 (the “Offering”). Each Unit shall consist of one common share in the capital of the Corporation (each a “Common Share”) and one share purchase warrant (“Warrant”), with each Warrant entitling its holder to purchase one additional Common Share at a price of $0.50 for a period of 12 months from the Closing Date. The Corporation has the right, at any time following the expiry of the hold period, to provide a notice accelerating the exercise of the Warrant to the 30^th day following the issuance of an acceleration notice if the weighted average trading price of the Common Shares for any 10 consecutive trading days is greater than $0.75 per Common Share. A portion of the private placement may be completed on a non-brokered basis.

Upon closing of the Offering JGC will receive a cash commission of 8% of the gross proceeds of the Offering and warrants to acquire such number of Units as is equal to 8% of the aggregate number of Units sold under the Offering exerciseable at a price of $0.50 per warrant for a period of 12 months from the closing 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, entry into an agency agreement with JGC for the brokered financing and receipt of any required regulatory approvals.

The Corporation intends to use the net proceeds (net of all fees and commissions) for working capital purposes, business development, and general and administrative purposes.

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) 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.

/s/Martin Bedard                                
Martin Bédard and Patrice Rainville
Co-President and Co-CEO

No regulatory authority has approved or disapproved the information contained in this news release.

Forward Looking Statements

This press release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Nuran, such as statements that Nuran intends to undertake a brokered private placement financing and the anticipated use of proceeds. There are numerous risks and uncertainties that could cause actual results and Nuran’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) the inability of Nuran to complete the private placement at all or on the terms announced;  and (iii) the inability of Nuran to enter into an agency agreement with JGC. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Nuran does not intend to update these forward-looking statements. For more information on the Corporation, Investors should review the Corporation’s filings that are available at www.sedar.com.

SOURCE Nutaq