NuRAN Wireless Inc. has taken significant steps toward a U.S. listing and broader capital access by filing a Form 40-F registration statement with the United States Securities and Exchange Commission (SEC). The filing supports the company's application to list its common shares on the Nasdaq Capital Market. Concurrently, the company filed a confidential preliminary short form base shelf prospectus with the British Columbia Securities Commission (BCSC) to offer securities worth up to C$100,000,000. These filings are designed to enhance NuRAN's ability to finance its Network-as-a-Service operations across Africa.

The Form 40-F was filed pursuant to the SEC's Multijurisdictional Disclosure System (MJDS), allowing NuRAN to use Canadian disclosure materials for U.S. registration. The listing remains subject to approval by the Nasdaq Stock Market LLC and the SEC declaring the registration statement effective. The confidential shelf prospectus, filed under National Instrument 44-102 Shelf Distributions, covers a 25-month period following the issuance of a final receipt. No securities will be offered until a final base shelf prospectus is receipted by Canadian authorities.

Regulatory Filing Details

The company provided specific details regarding the two regulatory milestones. The 40-F Registration Statement is currently under SEC review and has not yet become effective. The shelf prospectus provides flexibility for future offerings, which may include common shares, warrants, or units.

Strategic Impact and Compliance

Francis Letourneau, Director and CEO of NuRAN Wireless, stated that the filings reflect the maturity of the company's capital markets program and confidence in its business trajectory. He emphasized that the shelf prospectus provides financial flexibility to execute network deployments and country expansions. The company also confirmed that as of June 10, 2026, the BCSC removed NuRAN from default status, placing it in good standing following the remediation of outstanding regulatory defaults.

The 40-F Registration Statement is available for public review on the SEC's EDGAR system. NuRAN Wireless currently lists its shares on the Canadian Securities Exchange (CSE: NUR), OTC Markets (NRRWF), and the Frankfurt Stock Exchange (FSE: 1RN).

NuRAN Wireless Inc. has secured a mandate letter with Afrigreen Debt Impact Fund for a proposed senior debt financing of up to USD 12 million, marking its largest financing milestone to date. The facility, structured as a multi-country, multi-currency, multi-tranche arrangement through NuRAN Wireless Africa Holding, aims to accelerate the deployment of mobile and broadband infrastructure across multiple African nations. This capital is intended to unlock the next wave of site development, bringing reliable 2G, 3G, and 4G coverage to underserved communities.

The proposed financing remains subject to customary conditions, including the completion of due diligence, internal approvals, and the negotiation and execution of definitive financing documentation. There is no assurance that definitive transaction documents will be executed or that the proposed financing will be completed on the terms currently contemplated.

Operational Expansion

NuRAN Wireless has successfully deployed its first towers in Ivory Coast, marking the company's entry into a new sub-Saharan African market. These sites are equipped with advanced 4G transmission technology, delivering high-speed mobile connectivity to rural communities. Additionally, the company has commenced the rollout of 3G technology in Cameroon to address surging demand for higher data capacity and enhanced connectivity.

Strategic and Regulatory Updates

Francis Létourneau, Director and CEO, stated that the mandate letter is a defining moment for the company, aligning with its strategy to secure capital and deploy infrastructure. On the regulatory front, NuRAN is finalizing a material change report required under section 14.2 of Form 51-102F5 regarding Advance Factoring Inc. and the Restructuring Transaction. The company expects to file this report shortly to remedy the default in accordance with applicable securities laws.