Exhibit 99.49 

NuRAN Wireless Inc.

FORM 51-102F3

 Material Change Report

Item 1: Name and Address of Company

NuRAN Wireless Inc. (the “Company” or “NuRAN”)

2150 Cyrille-Duquet

Quebec, QC G1N 2G3

Item 2: Date of Material Change

August 19, 2025

Item 3: News Release

A news release was not issued concerning this amendment.

Item 4: Summary of Material Change

The Company amended the terms of the factoring agreement dated August 28, 2023. The factoring company has agreed to settle Promissory Notes (the “Notes”) representing advances made to the company totalling $1.274 million by incorporating these under the factoring agreement. Advances under the Notes were made from April 2025 to the date of the amendment and this allowed for the Company to avoid an Event of Default being triggered for each one, related to the payment obligation of interest and principal on the maturity date, if applicable.

The amendment also contained provisions for increasing the value of Approved Accounts by between $2.08 million and $4.76 million depending on whether the Company repaid the principal amount of each Note on or before August 25, 2025. The lower amount applied if the principal amount of the Notes was repaid and represented lending fees and interest from the date the funds were advanced to the Company. If the Notes were repaid by August 25, 2025 there would be no increase to the Purchase Price Paid. The factor settled short-term debts of $619k of the Company during the period reducing the balance of this secured loan agreement avoiding possible default and higher charges in fees and interest. The amount now owing to the factor which is the total Purchase Price Paid stands at $10.241 million.

The amendment also entailed an increase in the amount paid should the factor claim recourse and the Seller be required to repurchase the Recourse Account in cash. This amount changed to 145% of the Purchase Price Paid (from 135% in the sixth amendment).

As is the normal course of business, this amendment leads to a larger amount of Approved Accounts which increases the interest charges under this agreement in line with additional amounts provided to the Company. Due to the nature of Approved Accounts being intercompany invoices, the inherent risks of African operations including issues with transferring foreign currency, the higher conversion price on recourse relative to the market price of the Company’s shares and the limited availability of alternative funding while the Company awaits the award of its infrastructure licence in the DRC and other impending developments, management believes that this amendment is in the best interests of shareholders as it continues to provide assurance to the Company of additional working capital as needed to continue its build focused on achieving positive Earnings Before Interest, Tax, Depreciation and Amortisation at group level as soon as possible.

Item 5.1: Full Description of Material Change

See attached Eighth Factoring Amendment Agreement at Schedule “A” to this Report.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

Not applicable.

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

For additional information with respect to this material change, the following person may be contacted:

NuRAN Wireless Inc.

Francis Letourneau, Director and CEO

info@nuranwireless.com
Tel: (418) 264-1337

Item 9: Date of Report

This report is dated as of October 16, 2025

SCHEDULE “A”

Please see attached.

EIGHTH FACTORING AMENDING AGREEMENT

THIS EIGHTH FACTORING AMENDING AGREEMENT (this “Eighth Amending Agreement”) is dated as of August 19, 2025, by and between NURAN WIRELESS INC., a corporation existing under the laws of the Province of British Columbia (the “Corporation”), and ADVANCE FACTORING INC., a corporation existing under the laws of the Province of Ontario (the “Factor”). The Corporation and the Factor are referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into a factoring agreement dated August 28, 2023 (the “Factoring Agreement”);

AND WHEREAS the Parties entered into a factoring amending agreement dated September 27, 2023 (the “Amending Agreement”), which was subsequently amended by a second factoring amending agreement dated November 29, 2023 (the “Second Amending Agreement”), which was subsequently amended by a third factoring amending agreement dated December 22, 2023 (the “Third Amending Agreement”), which was subsequently amended by a fourth factoring amending agreement dated April 2, 2024 (the “Fourth Amending Agreement”), which was subsequently amended by a fifth factoring amending agreement dated June 25, 2024 (the “Fifth Amending Agreement”) which was subsequently amended by a sixth factoring amending agreement dated December 23, 2024 (the “Sixth Amending Agreement”), which was subsequently amended by a seventh factoring amending agreement dated April 15, 2025 (the “Seventh Amending Agreement”);

AND WHEREAS, all capitalized terms used in this Eighth Amending Agreement which are not otherwise defined herein will have the meanings ascribed thereto in the Factoring Agreement;

AND WHEREAS the Parties have agreed to further amend the terms of the Factoring Agreement as detailed herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties have executed this Eighth Amending Agreement as of the date first above written.

Pursuant to the Guarantee between the Parties dated August 28, 2023, the undersigned hereby acknowledges and confirms that the amounts included in this Eighth Amending Agreement are covered by the Guarantee.