Exhibit 99.82

Nuran Wireless Inc.

Consolidated Financial Statements

December 31, 2025 and 2024

SRCO Professional Corporation Chartered Professional Accountants Licensed Public Accountants  Park Place Corporate Centre 15 Wertheim Court, Suite 409  Richmond Hill, ON L4B 3H7, Canada   Tel: 905 882 9500 & 416 671 7292  Fax: 905 882 9580  Email: info@srco.ca www.srco.ca

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of NuRan Wireless Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of NuRan Wireless Inc. and its subsidiaries (collectively referred to as the "Company") as of December 31, 2025 and 2024, the related consolidated statements of net loss and comprehensive loss, changes in equity (deficiency), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes to the consolidated financial statements, (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

SRCO Professional Corporation

Nuran Wireless Inc. 

Consolidated Statements of Financial Position 

As at December 31, 2025 and 2024 

(Expressed in Canadian dollars)

Nature of operations and going concern (Note 1) 

Subsequent events (Note 35)

These consolidated financial statements were approved by the Board of Directors of the Company

on May 31, 2026, and signed on their behalf by:

The accompanying notes are an integral part of the consolidated financial statements. 

Nuran Wireless Inc. 

Consolidated Statements of Net Loss and Comprehensive Loss 

For the years ended December 31, 2025 and 2024 

(Expressed in Canadian dollars)

The accompanying notes are an integral part of the consolidated financial statements.

Nuran Wireless Inc. 

Consolidated Statements of Changes in Shareholders' Equity 

For the years ended December 31, 2025 and 2024 

(Expressed in Canadian dollars)

The accompanying notes are an integral part of the consolidated financial statements.

Nuran Wireless Inc. 

Consolidated Statements of Cash Flows 

For the years ended December 31, 2025 and 2024 

(Expressed in Canadian dollars) 

The accompanying notes are an integral part of the consolidated financial statements.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Nuran Wireless Inc. (“Nuran”) was incorporated in the province of British Columbia, Canada on September 23, 2014. Nuran’s registered office is located at 1000 – 595 Burrard Street, Vancouver BC V7X 1S8 and its place of business is at 2150, Cyrille-Duquet, suite 100, Québec (Québec) G1N 2G3.

Nuran’s shares are traded on the Canadian Securities Exchange (the “CSE”) under the trading symbol “NUR”. On December 9, 2025, the Company completed a 300 for 1 consolidation of its common shares, whereby each 300 common shares issued and outstanding was consolidated into one common share. The share consolidation did not result in any change to the Company’s issued share capital. All references to common shares, share-based compensation and warrant amounts in these financial statements have been retroactively adjusted to reflect the share consolidation.

Nuran with its subsidiaries (together, the “Company”) operates in the research, development, manufacturing, marketing and operation of digital electronic circuits and wireless telecommunication products and services to the mobile telephony industry.

A summary of Nuran’s subsidiaries included in these consolidated financial statements with ownership as at December 31, 2025 and December 31, 2024 is as follows:

XAF – Central African Francs; XOF – West African Franc; MGA – Malagasy Ariary;

The Company provides products and services that help Mobile Network Operators (MNOs) profitably serve off-grid markets. The main strategy is to finance, build, sell to a customer and manage rural cellular infrastructure telecommunications sites, monetizing the assets through a Network as a Service (NaaS) business model that has been developed by the Company. It also sells products and services direct to MNOs and others which they build into their own networks.

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) on a going concern basis of accounting, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. For the year ended December 31, 2025, the Company incurred a net loss of $21,436,048 (2024 - $8,755,861), used net cash of $2,958,890 (2024 - $6,221,099) in operating activities and, as of that date, had an accumulated deficit of $94,233,661 (2024 - $72,797,613) and a working capital deficit of $5,001,442 (2024 – $19,103,397). Improvement of working capital is discussed below. Additionally, in prior periods and through part of the year ended December 31, 2025, the Company operated with a shareholders' deficit and had overdue outstanding debt instruments with ongoing creditor waivers. These conditions indicate the existence of material uncertainties that cast a significant doubt on the Company’s ability to continue as a going concern.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

In December 2025, the Company completed steps approved by its shareholders at Annual General and Special Meetings (AGSMs) on October 22, 2025 and October 29, 2025 including a 300:1 share consolidation effective on December 9, 2025 and subsequent to this, a Restructuring Transaction. The Restructuring Transaction resulted in the conversion and extinguishment of over $20 million of debt and accounts payable to equity, together with a private placement raising aggregate gross proceeds of $5.8 million. As a result of the Restructuring Transaction, the Company's shareholders' deficit moved to equity position, and the Company's market capitalization exceeded $32 million at December 31, 2025.

Subsequent to the Restructuring Transaction, the Company submitted an application to list its common shares on Nasdaq on March 30, 2026 which is subject to pending filings and approvals, and appointed additional strategic advisors to support operational and commercial growth in Africa. The Company's operations continued to grow across Cameroon, the DRC and, prospectively, Ivory Coast and Benin. The Company has a history of securing sufficient debt and equity funding and continues to actively pursue additional financing to support its operations and growth. Subsequent to year end, the company received approval for the final drawdown of USD 0.45 million (CAD 0.62 million) of the USD 5 million (CAD 6.83 million) loan from the Facility for Energy Inclusion (FEI), a fund managed by a non related company, Cygnum Capital.

Having regard to the completion of the Restructuring Transaction, the Company's operational progress, its committed and anticipated financing arrangements, and all other available information up to the date of approval of these consolidated financial statements, management has concluded that the going concern basis of accounting used in preparation of these consolidated financial statements is appropriate. Nonetheless, the Company's ability to continue as a going concern remains dependent upon its planned raise of capital, continuity of debt availability as may be needed, and the continued execution of its NaaS deployment strategy in Africa.

Although material uncertainties remain that could impact the Company’s ability to continue as a going concern, no adjustments have been made to the carrying amounts of assets and liabilities in these consolidated financial statements.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Basis of accounting

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IASB”), and Interpretations of the International Financial Reporting Interpretation Committee (“IFRIC”). The accounting policies set out below were consistently applied to all periods presented unless otherwise noted. These financial statements have been prepared on an accrual basis and are based on historical cost.

The consolidated financial statements for the year ended December 2025 (including comparatives) were approved and authorized for issue by the Board of Directors on May 31, 2026. The Board of Directors of the Company has the power to amend the consolidated financial statements after issue.

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its Net Loss and Comprehensive Loss. The financial statements of the subsidiaries are included in these consolidated financial statements from the date on which control commences until the date on which control ceases. Details of the subsidiaries are included in Note 1.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated on consolidation.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the 12 months period are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars (“dollar”), which is Nuran’s presentation currency. All amounts have been rounded to the nearest dollar unless otherwise indicated. Details of the subsidiaries’ functional currencies are included in Note 1.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in consolidated statements of net loss and comprehensive loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Canadian dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Canadian dollars at the average exchange rates for the period. Foreign currency differences are recognized in other comprehensive income (loss) and accumulated in the translation reserve. For the current year, a gain of $346,509 was recognized in the translation reserve (2024 – loss of $1,170,878).

Revenue including Accrued Revenue and Customer Advances (Deferred Revenue)

To determine whether to recognize revenue, the Company follows a five-step process:

5.  Recognizing revenue when/as performance obligations are satisfied. Revenue arises from the sale of goods and the rendering of services and is measured at the consideration to which the Company expects to be entitled in exchange for transferring promised goods and services to customer, excluding sales taxes.

The Company recognizes revenue from two sources: sale of goods and rendering of services (Network as a Service).

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Sale of goods

Performance obligations for the Company’s revenue that is derived from the sale of goods is recognised at a point in time, when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. However, for export sales, control might also be transferred when delivered either to the port of departure or port of arrival, depending on the specific terms of the contract with a customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Company no longer has physical possession, usually will have a present right to payment (as a single payment on delivery) and retains none of the significant risks and rewards of the goods in question.

Revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices. There is a fixed unit price for each product sold, with reductions given for bulk orders placed at a specific time. Therefore, there is no judgement involved in allocating the contract price to each unit ordered in such contracts (it is the total contract price divided by the number of units ordered).

In the Company's sale of goods business, where a customer pays in advance of the delivery of goods or the rendering of services, the amount received is initially recognized as customer advances within current liabilities. Deferred revenue represents a contract liability under IFRS 15 and reflects the Company's obligation to deliver the promised goods or services. Revenue is recognized, and the deferred revenue balance is released, only when the related performance obligation has been satisfied — that is, when control of the goods has transferred to the customer or the services have been rendered in accordance with the Company's revenue recognition policy for sale of goods.

Network as a Service (“NaaS”)

The Company has two kinds of Network as a Service (“NaaS”) contracts. Where there is a contractual transfer provision there are two performance obligations: the construction and sale of the network site, and the operation of the network site. Revenue for the construction and sale of the network site is recognised at a point in time, when the network has been constructed and accepted by the customer. This is because, although legal title does not pass to the customer until the defined transfer date, the criteria for recognising revenue at a point in time under IFRS 15 are met upon customer acceptance: the Company has a present right to payment, the customer has obtained the significant risks and rewards of ownership of the network site, and the customer has accepted the asset. Accordingly, revenue is recognised at the point in time when the customer accepts the constructed network site. Revenue for the network operation is recognised over a period of time, over the life of the contract. This is because the customer simultaneously receives and consumes the benefits of the network operation services throughout the term of the contract satisfying the criteria for over a period of time recognition under IFRS 15. In contracts where there is no transfer provision, there is only one performance obligation which is the operation of the network site.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

In the Company’s contracts that include a contractual transfer provision, NaaS contracts operating revenue is a fixed guaranteed minimum amount plus a variable portion equal to a percentage of the gross margin (defined as gross revenue generated by the site less allowable direct costs deducted by the Mobile Network Operator) earned by the network over the life of the contract. Where there is no contractual transfer provision, NaaS contracts operating revenue is a threshold amount (defined as a fixed amount of gross revenue generated by the site less allowable direct costs deducted by the Mobile Network Operator) plus a variable portion equal to a percentage of all revenue earned by the network above the threshold over the life of the contract. In May 2025, the Company amended the NaaS contract in the DRC to remove the transfer provision. The variable portion earned by the network sites varies due to factors such as population coverage, subscriber take-up, competition and nearby economic activity making it difficult to reliably estimate the value of the payment that will be received. Final amounts are determined on a monthly basis and recognised at a point in time through a revenue reconciliation process completed between the Company and the MNO and all NaaS revenue received in 2025 and 2024 is derived from this monthly billing.

Under the Company's NaaS contract with Orange Cameroon, operating revenue is calculated by reference to the gross revenue generated by the network sites, net of allowable direct costs deducted by the Mobile Network Operator, as reported through the monthly revenue reconciliation process. Gross revenue includes both domestic and international traffic volumes generated across the Company's sites.

In certain periods, differences have arisen between the international traffic volumes reported by Orange Cameroon in the monthly reconciliation statements and the volumes that the Company has independently estimated or observed. These differences affect the gross revenue base against which the Company's entitlement is calculated and therefore bear directly on the amount of operating revenue recognized.

Management's position is that any adjustment arising from a revision to international traffic volume data represents a change in estimate under IAS 8, to be recognized prospectively in the period in which the revised information becomes available and is agreed with the MNO through the reconciliation process. This treatment reflects the fact that the monthly reconciliation is the contractually specified mechanism for finalizing revenue amounts, and that final volumes are not determinable until that process is complete. Revenue for each period is therefore recognized on the basis of the best estimate of entitlement available at the reporting date, using the most recent reconciled data and, where reconciliation is outstanding, management's best estimate of the amounts due.

Management does not consider it appropriate to restate revenue recognized in prior periods for revisions to international traffic volumes, or as occurred and reported during 2025, the mis-allocation by the MNO of traffic attributable to international versus local call, as those periods were reported on the basis of information available at the time and in accordance with the contractual reconciliation process then in effect. This position is consistent with the treatment of variable consideration under IFRS 15, whereby the constraint on variable revenue recognition requires that it be highly probable that a significant reversal of cumulative revenue will not occur when the uncertainty is subsequently resolved. Adjustments to previously reported periods would only be appropriate if those periods contained a material error, which management does not consider to be the case.

On the sale of network sites where there is a contractual transfer provision, the Company accepts monthly installment payments from the date the site is accepted/recognized as operational up to the contractual transfer date, in advance of the transfer of the legal title (sale). The Company measures the amount of revenue to recognize on delivery of the goods by calculating a financing component at the interest rate that would have applied had the Company borrowed the funds from its customer.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

The transaction price is then allocated between all performance obligations on a relative stand-alone selling price basis. The stand-alone selling price per site is estimated based on the expected cost of building the site, including the financing component, plus a profit margin (Gross Cost). The difference between the Gross Cost and the estimate of the Gross Margin for each of the Network’s sites, is classified as operational income.

The costs of fulfilling contracts do not result in the recognition of a separate asset because for service contracts, revenue is recognised over a period of time by reference to the stage of completion meaning that control of the asset (the design service) is transferred to the customer on a continuous basis as work is carried out. Consequently, no asset for work in progress is recognised.

Under the Company’s NaaS contracts that include a contractual transfer provision, revenue attributable to the sale of a network site is recognized at the point in time when the site is accepted by the customer and goes live, in accordance with the Company’s revenue recognition policy for the construction and sale performance obligation. However, billing to the customer occurs monthly over the term of the contract, with a portion of each guaranteed monthly installment representing recovery of the site sale consideration. As a result, a timing difference arises between the point at which site sale revenue is recognized and the point at which the corresponding cash is received. The cumulative amount of site sale revenue recognized in excess of the monthly installments received to date is recorded as accrued revenue. Accrued revenue is reduced as subsequent monthly installments attributable to the site sale consideration are received.

Property, plant and equipment

(a) Accounting Policy - Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition or construction of the asset and bringing it to the location and condition necessary for it to be capable of operating in the manner intended by management..

Depreciation is calculated on a straight-line basis (or declining balance where indicated) over the estimated useful life of each asset, from the date on which the asset is available for use. The estimated useful lives applied during the year ended December 31, 2025 are as follows:

The residual values, useful lives and depreciation methods applied to property, plant and equipment are reviewed at each reporting date. Changes in estimates are recognized prospectively as changes in accounting estimates in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains or losses arising on disposal are recognized in profit or loss.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

(b) Contract Modification and Reclassification of Site Assets

Prior to 2025, the Company’s site infrastructure assets deployed in the Democratic Republic of the Congo (“DRC”) under a long-term revenue-sharing agreement with Orange RDC were classified as inventory under IAS 2. This classification reflected a contractual obligation requiring the Company to transfer ownership of the infrastructure to Orange RDC after a period of five years from each site’s operational acceptance date. The transfer obligation represented a distinct performance obligation under IFRS 15, and a portion of the transaction price had been allocated to this obligation and deferred accordingly.

On May 8, 2025, the Company entered into an addendum to the Orange RDC agreement. The addendum formally removed the ownership transfer obligation in its entirety. Under the revised terms, the Company retains full ownership of the infrastructure for the duration of the agreement and beyond, with Orange RDC holding only a right of use for the purpose of providing mobile services. In addition, the commercial structure was revised from a minimum guaranteed revenue model to a usage-based (threshold) remuneration model.

The addendum constitutes a contract modification under IFRS 15.18. As the remaining services are not distinct from those already provided, the modification is accounted for as a cumulative catch-up adjustment in the period of modification, in accordance with IFRS 15.21(b).

As a consequence of the removal of the transfer obligation, the infrastructure assets no longer meet the definition of inventory under IAS 2. Accordingly, with effect from May 8, 2025 (the date of the addendum), the assets were reclassified from inventory to property, plant and equipment at their carrying amount of USD 1,022,072 (CAD 1,421,396), in accordance with IAS 16.

(c) Change in Accounting Estimate – Useful Life of Site Infrastructure Assets

In accordance with IAS 16.51, management is required to review the useful life of an asset whenever there is an indication that the current estimate is no longer appropriate.

Prior to the contract modification, the site infrastructure assets were classified as inventory (reflecting the planned ownership transfer) and therefore no useful life estimate under IAS 16 had been established for these assets. Upon reclassification to property, plant and equipment on 8 May 2025, management determined the useful life of the site assets for the first time.

In making this determination, management considered the factors set out in IAS 16.56, including the expected usage and capacity of the assets, their physical condition and expected wear and tear, the risk of technical or commercial obsolescence, and the absence of any legal or contractual constraint on continued use. Management also conducted a benchmarking exercise, reviewing the useful lives applied to comparable telecommunications infrastructure by peer operators in Africa.

Having regard to the physical and technical characteristics of the assets (which include steel and aluminum tower structures, solar panels and battery storage systems, VSAT equipment, radio access hardware, and associated civil works), the expectation that the assets will be retained and managed by the Company throughout the remaining term of the Orange RDC agreement and potentially redeployed under future contracts, and the benchmarking evidence, management determined that a useful life of 20 years is appropriate for the site infrastructure assets.

This useful life was applied prospectively from May 8, 2025, the date on which the assets became available for use as property, plant and equipment, in accordance with IAS 16.55. The change constitutes the initial determination of useful life upon reclassification rather than a revision to a previously held estimate; however, in accordance with IAS 8.36, any change in estimate is applied prospectively and no restatement of prior periods is required or appropriate.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

(d) Financial Effect

The effect of the reclassification, the contract modification, and the initial recognition of depreciation on the site infrastructure assets during the year ended December 31, 2025 is summarized below:

* Based on carrying amount of USD 1,022,072 (CAD 1,421,396) at reclassification date, depreciated on a straight-line basis over 20 years from 08 May 2025 to 31 December 2025 (approximately 8 months).

The actual charge of USD 30,968 (CAD 43,067) reflects the partial year from the date of reclassification. The effect of the change in estimate on future periods is an annual depreciation charge of approximately USD 60,122 (CAD 83,611) per annum for each of the remaining approximately 17 years of the assets' useful life (subject to any additions or disposals).

Intangible assets

Recognition of intangible assets

The acquired computer software is capitalized on the basis of costs incurred to acquire and install the specific software. Trademarks acquired are recognized as intangible assets at their cost. The Company also develops third and fourth generation mobile networks (3G,4G).

Expenditure on the research phase of projects is recognized as an expense as incurred. Costs that are attributable to a project’s development phase are recognized as intangible assets, provided that they meet the following recognition requirements:

Development costs not meeting these criteria for capitalization are expensed as incurred. Directly attributable costs include employee costs incurred on development along with an appropriate portion of relevant overheads.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Subsequent measurement

All intangible assets are accounted for using the cost model whereby capitalized costs (except for trademarks) are amortized over their estimated useful lives, as these assets are considered finite. The following amortization method and rate are applied:

As no finite useful life for trademarks can be determined, related carrying amounts are not amortized.

The residual value, depreciation method and useful life of each asset are reviewed at least at each financial year-end.

Gains or losses arising from the disposal of intangible assets are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss when incurred.

The Company amortizes certain software using the units of production method, whereby the amortization charge in each period reflects the number of base station units deployed relative to the total estimated lifetime deployments (the “denominator”). As at January 1, 2025, management revised the denominator from 6,000 units to 1,500 units, applied prospectively against the net book value of the asset at the date of change.

The revised estimate of 1,500 units aligns with the NaaS deployments supportable by the Company’s current board-approved business plan and existing financing commitments, rather than the broader contracted pipeline of approximately 6,000 sites, which is subject to additional funding conditions.

The revision to the denominator represents a change in accounting estimate in accordance with IAS 8, as the underlying accounting policy, being the use of the units of production method, is unchanged. The change reflects updated information regarding the expected deployment profile of the asset and has been applied prospectively with no restatement of prior periods.

Right-of-use assets and lease liabilities

Right-of-use assets are initially measured at the amount of the lease liability recognized. Subsequent to initial measurements, right-of-use assets are amortized on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset.

Impairment of financial assets

A maximum 12-month allowance for ECL is recognized from initial recognition reflecting the portion of lifetime cash shortfalls that would result if a default occurs in the 12 months after the reporting date, weighted by the risk of a default occurring.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

A lifetime ECL allowance is recognized if a significant increase in credit risk is detected subsequent to the instruments initial recognition reflecting lifetime cash shortfalls that would result over the expected life of a financial instrument.

A lifetime ECL allowance is recognized for credit impaired financial instruments.

The Company assesses all information available, including on a forward-looking basis the expected credit losses (ECL) associated with any financial assets carried at amortized cost.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.

Financial instruments

Recognition and Initial Measurement

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.

Financial liabilities are initially measured at fair value, net of transaction costs that are directly attributable to their issuance, except for financial liabilities classified at fair value through profit or loss (“FVPL”), for which transaction costs are expensed as incurred.

For compound financial instruments containing both liability and equity components, the components are recognized separately based on the substance of the instrument. The liability component is initially measured at fair value, with the equity component assigned the residual amount after deducting the fair value of the liability component from the fair value of the instrument as a whole.

Classification and Measurement of Financial Assets

Financial assets are classified, at initial recognition, into the following categories:

The classification is determined based on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

For the periods presented, all of the Company’s financial assets are classified and measured at amortized cost. Cash and trade and other receivables fall within this category.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Subsequent to initial recognition, financial assets measured at amortized cost are measured using the effective interest method, less any allowance for expected credit losses. Discounting is omitted where the effect of discounting is immaterial. All income and expenses relating to financial assets are recognized in profit or loss.

Impairment of Financial Assets

The Company applies the expected credit loss (“ECL”) model under IFRS 9 to financial assets measured at amortized cost, including trade receivables. The ECL model incorporates forward-looking information and does not require the identification of a credit loss event before recognizing impairment losses.

In assessing credit risk, the Company considers past events, current conditions, and reasonable and supportable forecasts affecting the expected collectability of future cash flows. Financial assets are categorized as follows:

Expected credit losses are measured as a probability-weighted estimate of credit losses over the expected life of the financial instrument. Trade receivables are assessed for impairment on an individual basis, as they arise from specific customer contracts.

Classification and Measurement of Financial Liabilities

The Company’s financial liabilities include trade and other payables, loans payable, convertible debentures, convertible debentures and derivative liabilities, and lease liabilities.

Subsequent to initial recognition, financial liabilities are measured at amortized cost using the effective interest method, except for derivative liabilities and financial liabilities designated at FVPL, which are subsequently measured at fair value with changes recognized in profit or loss.

Interest expense and, where applicable, changes in fair value of financial liabilities are recognized in profit or loss and presented within finance costs.

Derecognition of Financial Liabilities

The Company derecognizes financial liabilities when, and only when, the contractual obligations are discharged, cancelled, or expire.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Convertible debentures

Convertible debentures are financial instruments which are accounted for separately dependent on the nature of their components: a financial liability and an equity instrument. The identification of such components embedded within a convertible debenture requires significant judgment given that it is based on the interpretation of the substance of the contractual arrangement. Where the conversion option has a fixed conversion rate, the financial liability, which represents the obligation to pay coupon interest on the convertible debentures in the future, is initially measured at its fair value and subsequently measured at amortized cost. The residual amount is accounted for as an equity instrument at issuance. Where the conversion option has a variable conversion rate, the conversion option is recognized as a derivative liability measured at fair value through Consolidated Statements of Net Loss and Comprehensive Loss. The residual amount is recognized as a financial liability and subsequently measured at amortized cost.

Original issuance discount represents the difference between the face value and the actual proceeds received from the debentures and loans which is amortized over time through accretion. The fair value adjustment is the difference between the present value of the existing debenture and the present value of the new debenture. The determination of the fair value is also an area of significant judgment given that it is subject to various inputs, assumptions and estimates including: contractual future cash flows, discount rates, credit spreads and volatility.

The Company accounts for amendments to convertible debt as a substantial modification if one of the following tests are met:

A substantial modification shall be accounted for like an extinguishment. If any of the tests above are not met, the debt is accounted for as a debt modification.

Leases

The Company leases certain items of property, plant and equipment. At lease commencement, the Company recognizes a right-of-use asset and a corresponding lease liability.

Lease liabilities are initially measured at the present value of lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments included in the measurement comprise fixed payments (including in-substance fixed payments), variable payments that depend on an index or rate, amounts expected to be payable under residual value guarantees, the exercise price of purchase options reasonably certain to be exercised, and termination penalties if the lease term reflects the exercise of a termination option.

Right-of-use assets are initially measured at cost, comprising the initial lease liability, lease payments made at or before commencement, initial direct costs, and estimated restoration costs.

Right-of-use assets are amortized on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset, unless ownership transfers to the Company or the Company is reasonably certain to exercise a purchase option, in which case depreciation is over the useful life of the asset. Lease liabilities are subsequently measured by increasing the carrying amount for interest expense and reducing it for lease payments made. 

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Variable lease payments that depend on an index or rate are initially measured using the index or rate at the commencement date and are remeasured when the cash flows change. Other variable lease payments are recognized in profit or loss in the period in which they are incurred.

The Company applies the recognition exemptions for short-term leases and leases of low value assets, for which lease payments are recognized as an expense on a straight-line basis over the lease term.

Income taxes

The tax expense recognized in the profit or loss comprises the sum of deferred taxes and current taxes not recognized directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, tax authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current taxes are payable on taxable profit, which differs from profit or loss in the consolidated financial statements. The calculation of current taxes is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred taxes are not provided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided that those rates are enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilized against future taxable income. This is assessed based on the

Company’s forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.

Deferred tax assets and liabilities are offset only when the Company has the right and intention to set off current tax assets and liabilities from the same taxation authority.

Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are directly in equity, in which case the related deferred taxes are also recognized in equity.

Investment tax credits and government assistance

Investment tax credits and government assistance related to current expenses are accounted for as a reduction of research and development costs and as other revenue, respectively, while those related to the acquisition of property, plant and equipment or intangible assets are accounted for as a reduction of the cost of the related asset. Investment tax credits and government assistance are accrued in the 12 months period in which the related expenses or capital expenditures are incurred, provided that the Company is reasonably certain that the credits will be received. Investment tax credits must be examined and approved by tax authorities and it is possible that the amounts granted will differ from the amounts recorded.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Inventories

Raw materials and work in progress are valued at the lower of cost and net realizable value, the cost being determined using the first in, first out method. Raw materials consists of the materials used in the manufacturing of equipment. Finished goods are valued at the lower of cost and net realizable value, the cost, consisting of raw material and handling and shipping fees being determined using the first in, first out method. Finished goods consist of the equipment used in production, sites construction for NaaS sites, which are sold upon completion of NaaS sites.

Equity and Reserves

Share capital represents the paid-up capital of shares that have been issued, net of share issue cost.

Retained earnings (deficit) include all current and prior period retained profits and losses.

Contributed surplus includes costs recognized in accordance with the share-based compensation, expired warrants and expired convertible debenture equity components.

Unit placements

The proceeds from the issued units are allocated between the shares and the warrants using the fair value method. Proceeds are allocated between shares and warrants based on the relative weight of the fair value of each component. The fair value of the shares is determined by the market price and the warrants by using Black-Scholes option pricing model.

Share-based compensation

The Company operates an equity-settled share-based remuneration plan for its employees, which is not cash-settled. Moreover, the Company may grant warrants to its suppliers as payment of goods and services. All goods and services received in exchange for the grant of any share-based payments are measured at their fair value.

Where employees are rewarded using share-based payments, the fair value of employees’ services is determined indirectly by reference to the fair value of the equity instruments granted.

Where suppliers are rewarded using share-based payments, the Company estimates the fair value of the goods or services received, unless such fair value cannot be estimated reliably. In such a case, the fair value of the goods or services is determined indirectly by reference to the fair value of the equity instruments granted.

The fair value of the equity instruments granted is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability and sales growth targets and performance conditions).

All share-based remuneration is ultimately recognized as an expense in profit or loss with a corresponding credit to equity in “Contributed surplus”. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognized in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

Upon exercise of warrants or share options, the proceeds received and the compensation costs previously recorded as contributed surplus, net of any directly attributable transaction costs, are allocated to share capital.

For those warrants that expire unexercised, the recorded value is transferred from warrant reserve to the deficit. Expired options remain in the contributed surplus.

Provisions, contingent assets and contingent liabilities

Provisions for legal disputes, onerous contracts or other claims are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the Company can be virtually certain to collect from a third party with respect to the obligation is recognized as a separate asset. However, this asset may not exceed the amount of the related provision.

No liability is recognized if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.

Significant management judgments in applying accounting policies and estimation uncertainty

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Significant management judgements

The assessment of the Company’s ability to continue as a going concern, to raise sufficient funds to pay for its ongoing operating expenditures and to discharge its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including the expectation of future events that are believed to be reasonable under the circumstances (Note 1).

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

The Company has exercised judgement in determining the estimated useful lives and depreciation methods applied to its property, plant and equipment. Useful lives are estimated by management at the time an asset is acquired based on the expected period over which the asset will be available for use, having regard to physical wear and tear, technical or commercial obsolescence, and legal or contractual limits on use. Given the diverse nature of the Company’s asset base, management has applied different methods and rates to reflect the distinct consumption patterns of each asset class. Management reviews the appropriateness of useful life estimates and depreciation methods at each reporting date; any revision is accounted for prospectively as a change in accounting estimate in accordance with IAS 8.

Distinguishing the research and development phases of a new customized software project and determining whether the recognition requirements for capitalization of development costs are met requires judgment. After capitalization, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalized costs may be impaired (Note 11).

Management has also exercised significant judgment in estimating the total expected units of production used to determine amortisation under the units-of-production method for intangible assets. This estimate is based on current contractual commitments, operational plans, and historical performance. Actual production levels may differ from these estimates due to changes in market conditions, operational factors, technological developments, or other circumstances. These estimates are reviewed regularly and updated as necessary to reflect changes in expected production levels and asset performance.

The Company has exercised significant judgement in determining that the units of production method most appropriately reflects the pattern in which the economic benefits of its capitalized software are consumed. The software generates economic benefits exclusively through the deployment of base station units at customer sites under NaaS arrangements; an undeployed unit of the software generates no cash flows and has no standalone economic utility. Accordingly, management concluded that the passage of time is not a reliable proxy for the consumption of the asset’s economic benefits, given that deployment timing is subject to Mobile Network Operator contract milestones, infrastructure logistics, regulatory conditions, and financing requirements in rural sub-Saharan Africa. Under the units of production method, the amortization charge in each period is calculated as the number of NaaS base station units deployed in that period divided by the total estimated lifetime NaaS deployments (the “denominator”), applied to the carrying amount of the asset. This judgement requires that the amortization method reflect the pattern in which the asset’s future economic benefits are expected to be consumed.

The Company needs to exercise judgment to determine the impact of any changes to the terms of the convertible debentures and then apply the guidance set out in IFRS 9 - Financial Instruments to determine whether the change is considered a debt extinguishment or a debt modification (Notes 16, 19).

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

The accounting for the acquisition of AFI involved significant judgement, including the determination that NuRAN is the accounting acquirer despite former AFI shareholders obtaining a majority voting interest, and the conclusion that AFI did not meet the definition of a business under IFRS 3 and was therefore accounted for as an asset acquisition. Refer to Note 6 for further details.

Estimation uncertainty

Management estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology, or other market driven changes or their routing and use oversea that may reduce future selling prices.

Determining the amount of investment tax credits requires estimates and significant judgment as management needs to assess if research and development projects for which investment tax credits are claimed are eligible, as well as assessing if the expenses incurred are eligible.

Significant estimates and judgments are required in the application of IFRS 9 when measuring the expected credit losses and the assessment of expected credit loss provisions required for trade accounts receivable, including the forward looking information to adjust historic loss rates (Note 7).

Significant estimates and judgments are required in determining the fair value of the equity instruments granted as share based compensation or the fair value of goods or services received. The estimated value of share based compensation requires the selection of an appropriate valuation model and data and consideration as to the volatility of the Company’s own shares, the probable life of share options and warrants granted and the time of exercise of those share options and warrants. The model used by the Company is the Black Scholes valuation model (Notes 21 and 22).

In assessing impairment, management estimates the recoverable amount of each asset of the cash-generating unit based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainties relate to assumptions about future operating results and the determination of a suitable discount rate.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

Determining the incremental borrowing rate is more complex than simply determining the weighted rate that an entity pays on its current borrowings. The Company determines the incremental borrowing rate by taking into consideration the base rate, financing factors, and asset factors. The Company determines the expected lease lengths by assessing the periods for which the lease contract is enforceable. A lease is no longer enforceable when the lessee and the lessor each has the right to terminate the lease without permission from the other party with no more than an insignificant penalty (Note 18).

For accounting of convertible financial instruments, the Company needs to determine the effective interest rate required to evaluate the fair value of the liability component. The effective interest rate should be the market rate of interest that would be payable on a similar debt instrument that does not include an option to convert. Determining such a market rate requires assumptions such as comparable loans on the market and qualitative and quantitative analysis of the financial position of the Company (Note 19).

The determination of the Company’s tax expense or recovery for the period and deferred tax assets and liabilities involves significant estimation and judgment by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used.

Determining the fair value of the derivative liability involves the application of the partial differential equations method. The Company uses its judgment to select a valuation model and to develop unobservable inputs to determine the fair values of the derivative liability at the end of each reporting period. Determining the fair values of the derivative liability requires management to use significant unobservable inputs related to the expected volatility and the credit spread. The valuation of the convertible debenture is subjective and can impact Consolidated Statements of Net Loss and Comprehensive Loss significantly.

Recent adoptions

Amendments to IAS 21

Lack of exchangeability requires an entity to use a consistent approach when exchanging a currency into another. If the currency is unexchangeable, a consistent approach must be used in determining the exchange rate and necessary disclosures. The amendment is effective for annual periods beginning on or after January 1, 2025. This amendment did not have a significant impact on its financial statements.

Future changes in significant accounting policies

At December 31, 2025, the following standards and interpretations which may be applicable to the Company, but have not yet been applied in these consolidated financial statements, were in issue but not yet effective:

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated) 

IFRS 18 Presentation and Disclosure in Financial Statements and consequential amendments to other IFRS standards:

In April 2024, the IASB released IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1, IFRS 18 introduces new requirements to: i) present specified categories and defined subtotals in the statement of earnings, ii) provide disclosures on management-defined performance measures in the notes to the financial statements, iii) improve aggregation and disaggregation. Some of the requirements in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 7 Financial Instruments: Disclosures. The IASB also made minor amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share in connection with the new standard. IFRS 18 requires retrospective application with specific transition provisions. The Company is required to apply IFRS 18 for annual reporting periods beginning on or after January 1, 2027 with early adoption permitted. The Company has not early adopted this IFRS. The Company is currently assessing the impact of this standard.

IFRS 9 Financial Instruments:

IASB has issued amendments to IFRS 9 “Financial Instruments” relating to the classification and measurement of financial instruments. These amendments clarify aspects of SPPI (solely payments of principal and interest), the classification of financial assets with non-recourse features and contractually linked instruments and the derecognition of financial liabilities. These amendments are effective for annual periods beginning on or after January 1, 2026 with early application permitted. The Company has not early adopted this IFRS. The Company is currently assessing the impact of this standard.

During the year ended December 31, 2025, the Company operated as a manufacturer of digital electronic circuits and wireless telecommunication products, which was considered one reportable segment under the requirements of IFRS 8.

The Company’s subsidiaries also act as a Network as a Service (NaaS) entity in various geographical areas which is considered another reportable segment under the requirements of IFRS 8.

The operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Refer to Note 32 for operating segment disclosures.

On December 22, 2025, NuRAN Wireless Inc. entered into a Share Purchase Agreement (SPA) to acquire 100% of the issued and outstanding shares of Advance Factoring Inc. (“AFI”) from its shareholders in exchange for NuRAN units. AFI Shares means collectively the AFI Class A Common Shares, AFI Class B Common Shares and AFI Preferred Shares. NuRAN units will consist of i) one (1) NuRAN Common Share, and (ii) one half of one (1/2) NuRAN warrant.

The purchase price defined in the SPA amounts to $20,802,303. NuRAN issued 7,198,026 units to the AFI shareholders. i.e. 7,198,026 common shares (Note 20) and 3,599,013 warrants (Note 21). As at the date of the acquisition, the Company determined that AFI did not constitute a business as defined under IFRS 3, Business Combinations and the acquisition was accounted for as an asset acquisition.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise stated)

IFRS 2 was applied to measure the fair value of the consideration for the asset acquisition. The quoted share price used to value the units was $2.78, which represents a level 1 input. The warrants were valued using the Black-Scholes-Merton Model with the following assumptions: share price of $2.78, exercise price of $4.335, time to maturity of 60 months, risk-free rate of 2.98%, expected volatility of 98% and a dividend yield of Nil. The NuRAN units were issued with legends in accordance with applicable Securities Laws and the policies of the Canadian Securities Exchange (CSE), resulting in a trading restriction requiring the units to be held for a period of 4 months and a day. To reflect this temporary trading restriction, a discount for lack of marketability (DLOM) of 21.58% was applied using the Finnerty model over the applicable hold period. The Finnerty model considers assumptions of expected volatility of 182%, share price of $2.78, and term of 0.33 years. As a result, the fair value of the common shares and warrants after applying the DLOM was $2.18 and $1.49, respectively.

NuRAN issued units with a fair value of $21,063,698 as consideration for the acquisition of AFI. The fair value of common share and warrants were $15,690,476 and $5,373,222, respectively. The difference between this value of $21,116,315 and the purchase price defined in the SPA of $20,802,303 is accounted for by the DLOM applied to the common shares and the addition of the value of the warrants. The fair value of the net identifiable net assets was determined to be $Nil, as the underlying financial assets and financial liabilities did not meet the recognition criteria under IFRS 9 at the acquisition date. The resulting difference of $21,063,698 is recognized in the Consolidated Statement of Net Loss and Comprehensive Loss.

The financial asset of AFI acquired was related to the amount NuRAN owed AFI. Therefore, upon acquisition NuRAN cannot have a contractual obligation against itself and the acquired receivable fails the definition of a financial asset on initial recognition. The financial liability acquired related to the preference shares outstanding to AFI shareholders, on acquisition, NuRAN acquired all shares including preference shares. Therefore, the preferred share liability once acquired, cannot have a contractual right against itself and the acquired liability fails the definition of a financial liability on initial recognition.

The excess of $21,063,698 was recognized as consideration paid in excess of net assets acquired in the Consolidated Statement of Net Loss and Comprehensive Loss.

Since the Company acquired AFI’s net assets, the loan payable outstanding to AFI is now discharged and therefore the liability is extinguished per the definition of IFRS 9. The liability extinguished pursuant to the transaction is $11,910,915 which is recognized in the Consolidated Statement of Net Loss and Comprehensive Loss.

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed at the date of acquisition.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

The loss on assets acquired of $9,152,783 was offset by $2,173,549 of gains on the settlement of accounts payable and debt instruments through the issuance of equity due to the difference between the 10-day VWAP and the share price on the date of the transaction as well as a gain of $104,917 on accounts payable settled for cash.

Significant judgement 

Acquisition of AFI recorded as an asset acquisition

Determination of the Accounting Acquirer 

The determination of the accounting acquirer in the transaction involving Advance Factoring Inc. (“AFI”) required significant judgment. Although former AFI shareholders collectively obtained approximately 56% of the voting interests in NuRAN following the transaction, management exercised significant judgement determining that these shareholders do not have control over NuRAN despite the majority voting interests.

Management considered various factors such as shareholders voting rights, decision making power, substantive rights, governance structure and senior management indicators to determine both the legal and accounting acquirer. Although former AFI shareholders collectively received a majority of the voting rights in NuRAN following the transaction, those rights are dispersed among several unrelated investors, each holding less than 10% and with no contractual arrangement to act in concert. AFI as a legal entity itself did not receive any equity interests. AFI received one (1) board representation out of the seven (7) board members of the combined entity. All Board decisions require a simple majority of votes. However, AFI’s one board representation alone will not be sufficient to either appoint or remove a majority of the members of the governing body of the combined entity. Additionally, none of the board members have a veto right and the chair of the board is set by the board; the Board designated Brendan Purdy as Chairman in December. Further, the CEO of NuRAN (Francis Letourneau) continues to be CEO post this transaction. On December 22, 2025, the sole director of AFI resigned and the CEO of NuRAN was appointed as the sole director of AFI. In addition, on the basis of total assets, revenue and scale of operations, and profit/(loss), NuRAN is significantly larger than AFI.

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

Assessment of Whether AFI Constituted a Business

Management exercised judgment in determining that AFI did not meet the definition of a business under IFRS 3, as it did not include substantive processes or an organised workforce. As a result, the transaction was accounted for as an asset acquisition rather than a business combination.

All amounts are short-term amounts. Accordingly, the carrying amount of trade and other receivables is considered a reasonable approximation of their fair value. The Company does not hold any collateral as security.

Indirect taxes receivable represent Value-Added Tax (VAT) due from the tax authority with 94% or $1.98 million of this in Cameroon. Of this amount, $882k is offset by amounts due on mobile network operator billings which have been retained at source by the MNO. Of the remainder, $438k is amounts still to be paid on outstanding supplier invoices, offset by Accounts Payable and the remaining $660k is in the process of being claimed for repayment.

During the year, management wrote back $47,056 (2024 - $nil) of account receivables in Consolidated Statements of Net Loss and Comprehensive Loss. Management also impaired $44,169 (2024 - $nil) of account receivables in Consolidated Statements of Net Loss and Comprehensive Loss. The allowance for credit loss arose mainly from a provision for the remaining project in the Marshall Islands.

The expected loss rates are assessed on an individual basis, as they arise from specific customer contracts.

The change in the of the allowance for credit losses is presented below: 

Nuran Wireless Inc.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  

December 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise stated)

The lifetime expected loss provision for trade receivables is as follows:

Accrued revenues represent the unbilled cumulative site deployment and construction revenue under IFRS 15 for which the performance obligation has been delivered.

Nuran Wireless Inc.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

During the year, management impaired $1,339 (2024 - $4,930) of inventory in Consolidated Statements of Net Loss and Comprehensive Loss. Management also wrote off $495,907 (2024 - $173,193) of inventory in Consolidated Statements of Net Loss and Comprehensive Loss. Inventory expensed in the year is $747,307 (2024 - $142,707).

Nuran Wireless Inc.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

The Company’s property, plant and equipment and their carrying amounts are detailed as follows: 

Nuran Wireless Inc.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

For the year ended December 31, 2025, a total of $nil ($22,274 in 2024) of assets was written off and included in Consolidated Statements of Net Loss and Comprehensive Loss as other elements.

Depreciation charges for each of the reporting periods are included in profit or loss and detailed as follows: 

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise stated)

The Company’s intangible assets and their carrying amounts are detailed as follows:

Nuran Wireless Inc. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

At each reporting date, the Company assesses its intangible assets for indicators of impairment. Based on this assessment, no impairment was identified during the year ended December 31, 2025 and 2024. The recoverable amount of the CGU has been determined based on value-in-use calculations using cash flow projections derived from management-approved budgets. 

Key assumptions used in the calculation include: 

These assumptions reflect management’s best estimates of future economic and operating conditions. The recoverable amount is most sensitive to changes in the discount rate and terminal growth rate.

For the year ended December 31, 2025, $44,244 ($nil in 2024) of assets was written off and included in Consolidated Statements of Net Loss and Comprehensive Loss as other elements. The derecognition pertained to trademarks that were no longer expected to generate future economic benefits.

The anticipated amortization charge for 2026 and 2027 is $602,259 and $1,494,987, respectively.

Amortization charges for each of the reporting periods are included in profit or loss and detailed as follows:

As at December 31, 2025, software includes software under development at a cost of $4,631,298 ($4,399,997 as at December 31, 2024) and is not amortized until available for use.

Nuran Wireless Inc.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 2025 and 2024 

(Expressed in Canadian dollars, unless otherwise stated)

The Company’s right-of-use assets consist of a premise and equipment lease and the carrying amounts are detailed as follows: