Exhibit 99.90
Nuran Wireless Inc.
Condensed Interim Consolidated
Financial Statements
March 31, 2026 and 2025
Condensed Interim Consolidated Financial Statements |
|
| Condensed Interim Consolidated Statements of Financial Position | 2 |
| Condensed Interim Consolidated Statements of Net Loss and Comprehensive Loss | 3 |
| Condensed Interim Consolidated Statements of Shareholders’ Equity (Deficiency) | 4 |
| Condensed Interim Consolidated Statements of Cash Flows | 5 |
| Notes to Condensed Interim Consolidated Financial Statements | 6-30 |
The condensed interim consolidated financial statements of Nuran Wireless inc. for the first quarter ended March 31, 2026 as well as the corresponding comparative data were not subject to a review by the Company’s auditor.
2
Nuran Wireless Inc.
Condensed Interim Consolidated Statements of Financial Position
As at March 31, 2026 and December 31, 2025
(Expressed in Canadian dollars)
(Unaudited)
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
ASSETS | ||||||||
| Current assets | ||||||||
| Cash | 1,933,539 | 4,665,392 | ||||||
| Trade and other receivables | 4,211,999 | 3,798,016 | ||||||
| Scientific research and experimental development tax credits receivable | 53,029 | 49,200 | ||||||
| Accrued revenues (Note 3) | 2,605,273 | 2,724,647 | ||||||
| Inventories (Note 4) | 6,031,752 | 6,389,739 | ||||||
| Prepaid expenses | 80,479 | 59,348 | ||||||
| Security deposits and deposits on purchase of goods | 1,384,895 | 1,313,447 | ||||||
| Loan receivable (Note 5) | 77,347 | 77,347 | ||||||
| Current assets | 16,378,312 | 19,077,136 | ||||||
| Non-current assets | ||||||||
| Property, plant and equipment (Note 6) | 3,713,165 | 3,059,201 | ||||||
| Intangible assets (Note 7) | 7,474,788 | 7,472,426 | ||||||
| Right-of-use assets (Note 8) | 342,142 | 389,407 | ||||||
| Non-current assets | 11,530,095 | 10,921,034 | ||||||
| Total assets | 27,908,407 | 29,998,169 | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | 9,594,638 | 10,456,567 | ||||||
| Customer advances (Note 9) | 1,173,574 | 1,154,191 | ||||||
| Loans payable (Note10) | 8,115,168 | 7,297,100 | ||||||
| Convertible debentures (Note 12A) | 2,645,502 | 2,645,502 | ||||||
| Convertible debentures and derivative liability (Note 12B) | 2,689,643 | 2,432,637 | ||||||
| Current portion of lease liabilities (Note 11) | 41,983 | 92,580 | ||||||
| Current liabilities | 24,260,508 | 24,078,577 | ||||||
| Non-current liabilities | ||||||||
| Lease liabilities (Note 11) | 322,690 | 323,206 | ||||||
| Total liabilities | 24,583,198 | 24,401,783 | ||||||
| Shareholders’ equity | ||||||||
| Share capital (Note 13) | 86,654,171 | 86,606,375 | ||||||
| Warrants (Note 14) | 6,470,739 | 6,465,936 | ||||||
| Contributed surplus (Notes 15) | 7,559,538 | 7,559,538 | ||||||
| Foreign exchange in translation of foreign operations | (1,092,439 | ) | (801,802 | ) | ||||
| Accumulated deficit | (96,266,801 | ) | (94,233,661 | ) | ||||
| Total shareholders’ equity | 3,325,209 | 5,596,386 | ||||||
| Total liabilities and shareholders’ equity | 27,908,407 | 29,998,169 | ||||||
The accompanying notes are an integral part of the amended condensed interim consolidated financial statements.
3
Nuran Wireless Inc.
Condensed Interim Consolidated Statements of net Loss and Comprehensive Loss
For the periods ended March 31, 2026 and 2025
(Expressed in Canadian dollars)
(Unaudited)
| Three months ended | ||||||||
| 2026-03-31 | 2025-03-31 | |||||||
| $ | $ | |||||||
| Revenue | 871,066 | 2,209,079 | ||||||
| Cost of sales | 240,649 | 310,699 | ||||||
| Gross profit (loss) | 630,417 | 1,898,380 | ||||||
| Selling expenses | 117,319 | 149,517 | ||||||
| Administrative expenses | 1,800,649 | 1,297,220 | ||||||
| Financial expenses | 621,779 | 1,911,196 | ||||||
| Research and development costs, net of $3,828 in tax credits for the three-month period ended March 31, 2026, ($26,209 for the three-month period ended March 31, 2025) | 313,711 | 206,503 | ||||||
| 2,853,458 | 3,564,436 | |||||||
| Loss before other elements | (2,223,041 | ) | (1,666,055 | ) | ||||
| Other elements: | ||||||||
| Gain (Loss) on debt settlement | 189,901 | (23,474 | ) | |||||
| 189,901 | (23,474 | ) | ||||||
| Loss before income taxes | (2,033,140 | ) | (1,689,530 | ) | ||||
| Income tax expense | ||||||||
| Income Tax | — | — | ||||||
| Net loss for the period | (2,033,140 | ) | (1,689,530 | ) | ||||
| Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: | ||||||||
| Foreign exchange difference on translation of foreign operations | (290,637 | ) | (107,740 | ) | ||||
| Total comprehensive income for the period | (2,323,777 | ) | (1,797,270 | ) | ||||
| Net loss per share (Note 16) | ||||||||
| Basic and diluted loss per share | (0.16 | ) | (8.57 | ) | ||||
| Weighted average number of outstanding common shares | 13,079,666 | 62,933,021 | ||||||
The accompanying notes are an integral part of the amended condensed interim consolidated financial statements.
4
Nuran Wireless Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)
For the periods ended March 31, 2026 and 2025
(Expressed in Canadian dollars)
(Unaudited)
| 2026-03-31 | ||||||||||||||||||||||||||||||||
| Share capital | Warrants | Contributed Surplus | Fair Value of the conversion option | Translation reserve | Deficit | Total Equity | ||||||||||||||||||||||||||
| Number | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Balance as at January 1, 2026 | 13,069,567 | 86,606,375 | 6,465,936 | 7,559,538 | — | (801,802 | ) | (94,233,661 | ) | 5,596,387 | ||||||||||||||||||||||
| Issue of shares (Note 13) | 15,149 | 47,796 | — | — | — | — | — | 47,796 | ||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | (2,033,140 | ) | (2,033,140 | ) | ||||||||||||||||||||||
| Foreign exchange in translation of foreign operations | — | — | — | — | — | (290,637 | ) | — | (290,637 | ) | ||||||||||||||||||||||
| Issue of warrants (Notes 13 and 14) | — | — | 4,803 | — | — | — | — | 4,803 | ||||||||||||||||||||||||
| Balance as at March 31, 2026 | 13,084,716 | 86,654,171 | 6,470,739 | 7,559,538 | — | (1,092,439 | ) | (96,266,801 | ) | 3,325,209 | ||||||||||||||||||||||
| 2025-03-31 | ||||||||||||||||||||||||||||||||
| Share capital | Contributed Surplus | Contributed Surplus | Fair Value of the conversion option | Translation reserve | Deficit | Total Equity | ||||||||||||||||||||||||||
| Number | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Balance as at January 1, 2025 | 195,647 | 54,994,088 | 761,495 | 6,731,440 | 41,846 | (1,148,311 | ) | (72,797,613 | ) | (11,417,055 | ) | |||||||||||||||||||||
| Issue of shares (Note 13) | 10,000 | 1,076,249 | — | — | (131,749 | ) | — | — | 944,500 | |||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | (1,689,530 | ) | (1,689,530 | ) | ||||||||||||||||||||||
| Debenture conversion in share capital (Notes 12A) | 11,666 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Foreign exchange in translation of foreign operations | — | — | — | — | — | (107,740 | ) | — | (107,740 | ) | ||||||||||||||||||||||
| Issue of warrants (Notes 13 and 14) | — | (45,000 | ) | 45,000 | — | — | — | — | — | |||||||||||||||||||||||
| Balance as at March 31, 2025 | 217,313 | 56,025,337 | 806,495 | 6,731,440 | (89,903 | ) | (1,256,051 | ) | (74,487,143 | ) | (12,269,825 | ) | ||||||||||||||||||||
The accompanying notes are an integral part of the amended condensed interim consolidated financial statements.
5
Nuran Wireless Inc.
Amended Condensed Interim Consolidated Statements of Cash Flows
For the periods ended March 31, 2026 and 2025
(Expressed in Canadian dollars)
(Unaudited)
| 2026-03-31 | 2025-03-31 | |||||||
| (3 months) | (3 months) | |||||||
| $ | $ | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | (2,033,140 | ) | (1,689,530 | ) | ||||
| Non-cash flow adjustments | ||||||||
| Depreciation of property, plant and equipment | 72,100 | 18,736 | ||||||
| Depreciation of intangible assets | 59,058 | 5,539 | ||||||
| Depreciation of Right-of-use assets | 53,364 | 43,598 | ||||||
| Amortization of OID | 101,991 | 237,733 | ||||||
| Interest on overdue payables | 11,147 | — | ||||||
| Interest on lease liabilities | 17,377 | 4,975 | ||||||
| (Gain) loss on debt settlement | (189,901 | ) | 23,474 | |||||
| Accretion of convertible debentures | 110,261 | 433,550 | ||||||
| OID on convertible debenture | 44,754 | (1,705 | ) | |||||
| Interest on loan | 207,306 | |||||||
| Expected credit loss | (288,500 | ) | (90,536 | ) | ||||
| Loan payable | 269,551 | 31,232 | ||||||
| Net change in working capital items | ||||||||
| Trade and other receivables | (136,630 | ) | (1,087,558 | ) | ||||
| Accrued revenues | 119,374 | (340,687 | ) | |||||
| Scientific research and experimental development tax credits receivable | (3,829 | ) | (26,208 | ) | ||||
| Inventories | 357,987 | (547,582 | ) | |||||
| Prepaid expenses | (21,131 | ) | (64,915 | ) | ||||
| Security deposits and deposits on purchase of goods | (71,448 | ) | (240,465 | ) | ||||
| Trade and other payables | (879,334 | ) | 1,280,944 | |||||
| Customer advances | 19,383 | 358,465 | ||||||
| Net cash from operating activities | (2,180,259 | ) | (1,650,940 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of property, plant and equipment | (726,064 | ) | (67,995 | ) | ||||
| Purchase of intangible assets | (61,420 | ) | (62,363 | ) | ||||
| Net cash used in investing activities | (787,484 | ) | (130,358 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Non cash - issue of common shares | 47,795 | — | ||||||
| Non cash - issue of warrants | 4,803 | — | ||||||
| Lease liabilities | — | 7,879 | ||||||
| Repayment of lease liabilities | (74,389 | ) | (52,454 | ) | ||||
| Proceeds (repayment of) loan payable | 548.517 | 1,988,045 | ||||||
| Net cash used in financing activities | 526,726 | 1,943,470 | ||||||
| Net decrease in cash | (2,441,017 | ) | 162,172 | |||||
| Cash, beginning of period | 4,665,392 | 1,171,558 | ||||||
| Foreign exchange in translation of foreign operations | (290,836 | ) | (107,740 | ) | ||||
| Cash, end of period | 1,933,539 | 1,225,990 | ||||||
The accompanying notes are an integral part of the amended condensed interim consolidated financial statements.
6
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
1. NATURE OF OPERATIONS AND GOING CONCERN
NuRAN Wireless Inc. (“NuRAN” or the “Company”) was incorporated in the province of British Columbia, Canada on September 23, 2014. The Company’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.
The Company’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.
The Company 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 the Company’s subsidiaries included in these condensed interim financial statements as at March 31, 2026 is as follows:
| Name of subsidiaries | Country of incorporation | Percentage ownership |
Functional currency | Principal activity |
| Innovation Nutaq Inc. | Canada | 100% | CAD | Wireless solutions |
| NuRAN Wireless (Africa) Holding | Mauritius | 100% | USD | Holding company |
| NuRAN Wireless DRC SA | DRC | 100% | USD | Wireless solutions |
| NuRAN Wireless Cameroon Ltd | Cameroon | 100% | XAF | Wireless solutions |
| NuRAN Wireless Benin S.A.R.L.U | Benin | 100% | XOF | Wireless solutions |
| NuRAN Wireless Madagascar S.A.R.L.U | Madagascar | 100% | MGA | Wireless solutions |
| NuRAN Wireless Cote d’Ivoire S.A.R.L.U | Ivory Coast | 100% | XOF | Wireless solutions |
| Advance Factoring Inc. (2025) | Canada | 100% | CAD | Factoring |
XAF – Central African Franc; XOF – West African Franc; MGA – Malagasy Ariary
7
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
1. NATURE OF OPERATIONS AND GOING CONCERN (CONTINUED)
The Company provides products and services that help Mobile Network Operators (MNOs) profitably serve off-grid markets. The main strategy is to finance, build, r 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 condensed interim 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 These condensed interim consolidated financial statements should be read in conjunction with the 2025 audited annual financial statements.
During the three-month period ended March 31, 2026, the Company incurred a net loss of $2,033,140 ($1,689,530 for the three-month period ended March 31, 2025) and used net cash of $2,180,259 ($1,650,940 for the three-month period ended March 31,2025) in operating activities and, as of that date, had an accumulated deficit of $96,266,801 ($74,487,143 for the three-month period ended March 31,2025) and a working capital deficiency of $7,882,196 ($20,073,903 for the three-month period ended March 31, 2025). 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.
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 a surplus position, and the Company’s market capitalization exceeded $57 million at March 31, 2026.
8
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
1. NATURE OF OPERATIONS AND GOING CONCERN (CONTINUED)
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. During the quarter, 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.
The condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on June 9, 2026.
9
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
2. SUMMARY OF ACCOUNTING POLICIES
Overall considerations
The accounting policies are in accordance with those used in the preparation of the 2025 annual financial statements.
Significant management judgement in applying accounting policies and estimation uncertainty
When preparing the condensed interim financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management and will seldom equal the estimated results.
The judgments, estimates and assumptions applied in the condensed interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Company’s last annual financial statements for the year ended December 31, 2025.
3. ACCRUED REVENUES
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Equipments sale | 3,882,008 | 3,817,118 | ||||||
| Services revenues | 6,605,476 | 5,978,756 | ||||||
| Interest Revenues | 658,140 | 600,414 | ||||||
| Sites revenues | (8,540,352 | ) | (7,671,641 | ) | ||||
| 2,605,273 | 2,724,647 | |||||||
Accrued revenues represent the unbilled cumulative site deployment and construction revenue under IFRS 15 for which the performance obligation has been delivered.
| 4. | INVENTORY |
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Raw materials | 1,217,815 | 1,228,181 | ||||||
| Finished goods | 1,239,530 | 1,373,104 | ||||||
| Work in progress | 3,574,408 | 3,788,454 | ||||||
| 6,031,752 | 6,389,739 | |||||||
10
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
| 5. | LOAN RECEIVABLE |
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Loan from non-related companies (a) | 50,000 | 50,000 | ||||||
| Loan from non-related companies (b) | 27,347 | 27,347 | ||||||
| 77,347 | 77,347 | |||||||
| a) | This is an unsecured loan to a non-related company entered into on December 23, 2025 bearing interest at 5% per annum and repayable on June 30, 2026. |
| b) | This is an unsecured loan to an individual entered into on December 23, 2025 bearing interest at 5% per annum and repayable on June 30, 2026. |
6. PROPERTY, PLANT AND EQUIPMENT
The Company’s property, plant and equipment and their carrying amounts are detailed as follows:
| March 31, 2026 | ||||||||||||||||||||
| Equipment and | ||||||||||||||||||||
| furniture, tele- | ||||||||||||||||||||
| communication | ||||||||||||||||||||
| system, | ||||||||||||||||||||
| Leasehold | furniture | Computer | Site | |||||||||||||||||
| improvements | and fixtures | equipment | infrastructure | Total | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Gross carrying amount | ||||||||||||||||||||
| Balance as at December 31, 2025 | 8,995 | 2,187,232 | 429,022 | 1,525,067 | 4,150,315 | |||||||||||||||
| Additions | — | 698,837 | 1,533 | — | 700,370 | |||||||||||||||
| Current translation effects | — | (3,925 | ) | 3,693 | 25,926 | 25,694 | ||||||||||||||
| Balance as at March 31, 2026 | 8,995 | 2,882,143 | 434,248 | 1,550,992 | 4,876,379 | |||||||||||||||
| Depreciation and impairment | ||||||||||||||||||||
| Balance as at December 31, 2025 | 7,183 | 698,048 | 343,439 | 42,445 | 1,091,114 | |||||||||||||||
| Depreciation | 450 | 32,599 | 6,427 | 32,777 | 72,252 | |||||||||||||||
| Current translation effects | — | (1,237 | ) | 363 | 722 | (153 | ) | |||||||||||||
| Balance as at March 31, 2026 | 7,633 | 729,410 | 350,229 | 75,943 | 1,163,214 | |||||||||||||||
| Carrying amount as at | ||||||||||||||||||||
| March 31, 2026 | 1,362 | 2,152,733 | 84,019 | 1,475,049 | 3,713,165 | |||||||||||||||
11
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
6. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
| December 31, 2025 | ||||||||||||||||||||
| Equipment and | ||||||||||||||||||||
| furniture, tele- | ||||||||||||||||||||
| communication | ||||||||||||||||||||
| system, | ||||||||||||||||||||
| Leasehold | furniture | Computer | Site | |||||||||||||||||
| improvements | and fixtures | equipment | infrastructure | Total | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Gross carrying amount | ||||||||||||||||||||
| Balance as at December 31, 2024 | 8,995 | 746,818 | 358,758 | — | 1,114,571 | |||||||||||||||
| Additions | — | 1,432,036 | 66,978 | — | 1,499,014 | |||||||||||||||
| Reclassification | — | — | — | 1,525,067 | 1,525,067 | |||||||||||||||
| Current translation effects | 8,378 | 3,286 | — | 11,664 | ||||||||||||||||
| Balance as at December 31, 2025 | 8,995 | 2,187,232 | 429,022 | 1,525,067 | 4,150,315 | |||||||||||||||
| Depreciation and impairment | ||||||||||||||||||||
| Balance as at December 31, 2024 | 5,383 | 597,090 | 318,395 | — | 920,868 | |||||||||||||||
| Depreciation | 1,800 | 97,867 | 23,935 | 42,445 | 166,046 | |||||||||||||||
| Current translation effects | 3,092 | 1,109 | — | 4,201 | ||||||||||||||||
| Balance as at December 31, 2025 | 7,183 | 698,048 | 343,439 | 42,445 | 1,091,114 | |||||||||||||||
| Carrying amount as at | ||||||||||||||||||||
| December 31, 2025 | 1,812 | 1,489,184 | 85,583 | 1,482,622 | 3,059,201 | |||||||||||||||
12
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
7. INTANGIBLE ASSETS
The Company’s intangible assets and their carrying amounts are detailed as follows:
| March 31, 2026 | ||||||||
| Software | Total | |||||||
| $ | $ | |||||||
| Gross carrying amount | ||||||||
| Balance as at December 31, 2025 | 8,394,729 | 8,394,729 | ||||||
| Additions | ||||||||
| Under development | 60,661 | 60,661 | ||||||
| Acquired | 760 | 760 | ||||||
| Balance as at March 31, 2026 | 8,456,150 | 8,456,150 | ||||||
| Depreciation and impairment | ||||||||
| Balance as at December 31, 2025 | 922,303 | 922,303 | ||||||
| Amortization | 59,058 | 59,058 | ||||||
| Balance as at March 31, 2025 | 981,361 | 981,361 | ||||||
| Carrying amount as at March 31, 2026 | 7,474,788 | 7,474,788 | ||||||
| December 31, 2025 | ||||||||||||
| Software | Trademarks | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Gross carrying amount | ||||||||||||
| Balance as at December 31, 2024 | 8,160,650 | 44,244 | 8,204,894 | |||||||||
| Additions | ||||||||||||
| Under development | 231,302 | — | 231,302 | |||||||||
| Acquired | 2,777 | — | 2,777 | |||||||||
| Write-off | (44,244 | ) | (44,244 | ) | ||||||||
| Balance as at December 31, 2025 | 8,394,729 | 8,394,729 | ||||||||||
| Depreciation and impairment | ||||||||||||
| Balance as at December 31, 2024 | 872,162 | — | 872,162 | |||||||||
| Amortization | 50,141 | — | 50,141 | |||||||||
| Balance as at March 31, 2025 | 922,303 | 922,303 | ||||||||||
| Carrying amount as at December 31, 2025 | 7,472,426 | 7,472,426 | ||||||||||
13
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
8. RIGHT-OF-USE ASSETS
The Company’s right-of-use assets and their carrying amounts are detailed as follows:
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Gross carrying amount | ||||||||
| Balance as at December 31, 2025 | 1,170,206 | 815,051 | ||||||
| Addition | — | 258,150 | ||||||
| Current translation effects | 6,099 | 97,005 | ||||||
| Balance as at March 31, 2026 | 1,176,305 | 1,170,206 | ||||||
| Depreciation and impairment | ||||||||
| Balance as at December 31, 2025 | 780,799 | 588,408 | ||||||
| Amortization | 52,941 | 185,658 | ||||||
| Current translation effects | 423 | 6,733 | ||||||
| Balance as at March 31, 2025 | 834,163 | 780,799 | ||||||
| Carrying amount as March 31, 2026 | 342,142 | 389,407 | ||||||
9. CUSTOMER ADVANCES
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Customer advances | 1,173,574 | 1,154,191 | ||||||
| 1,173,574 | 1,154,191 | |||||||
Customer advances represent advance payments received from customers for non-NaaS sales which have not been invoiced as of year end.
| 10. | LOANS PAYABLES |
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Loan from non-related company (a) | 62,649 | 69,429 | ||||||
| Loan from non-related company (b) | 8,044,760 | 7,150,626 | ||||||
| Loan from non-related company (c) | — | 63,467 | ||||||
| Loan from non-related company (d) | 7,760 | 13,579 | ||||||
| 8,115,168 | 7,297,100 | |||||||
14
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
10. LOANS PAYABLE (CONTINUED)
Given their short-term maturity, the carrying amount of loans receivable is considered a reasonable approximation of their fair value.
| a) | The amount due to a non-related party was replaced with an unsecured loan of USD 394,781 (CAD 536,073), including interest of USD 75,930 (CAD 103,105), dated December 5, 2023. The loan bears interest at a fixed rate of 11% per annum and was payable over 24 months in blended principal and interest payments. |
On December 22, 2025, the Company partially settled a portion of the remaining balance of the loan of USD 147,000 (CAD 202,056) including USD 32,797 (CAD 45,089) of interest (principal portion USD $114,203 (CAD 157,007), by issuing 69,929 common shares of the Company (See Note 20). The carrying value of the debt extinguished at the date of settlement was USD $147,000 (CAD 202,096).
During the year, the Company repaid USD 9,710 (CAD 13,535) for a remaining balance of USD 50,654 (CAD 69,426) bearing interest at a fixed rate of 11% per annum and payable over 24 months in blended principal and interest payments.
| b) | The loan is pursuant to a two-year term loan facility of USD 5,000,000 (CAD 6,834,000 dated April 26, 2024 with FEI Ongrid to NuRAN Wireless (Africa) Holding. The loan is secured on the business and assets of NuRAN Wireless Cameroon Ltd and NuRAN Wireless DRC SA under a general security agreement and bears interest at the Secured Overnight Financing Rate (SOFR) plus 8.5% per annum. Interest accrues but is not payable until maturity. The terms of the loan were amended extending the maturity date to April 26, 2027 with interest partially paid in cash in accordance with an agreed schedule to maturity. |
On March 10, 2025, the Company received of drawdown of USD 1,050,000 (CAD 1,515,255).
On October 6, 2025, the Company received of drawdown of USD 1,000,000 (CAD 1,395,500).
On March 13, 2026, the Company received of drawdown of USD 450,000 (CAD 627,255).
| c) | The loan, secured by guarantee of the parent company, is pursuant to a bank facility of CFA 150,000,000 (approx. $366K) with Société Générale Cameron to NuRAN Cameroon Ltd, dated June 20, 2024. The disbursement was made on February 25, 2025. The loan bears interest at a fixed rate of 7% and is payable monthly in blended principal and interest payments in the amount of CFA 12,283,126 (approx. $31K) over 12 months from the disbursement date. |
15
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
10. LOANS PAYABLE (CONTINUED)
During the year ended December 31, 2025, the Company repaid CFA 124,126,824 for a remaining balance of CFA 25,873,176.
During, the three-month period ended March 31, 2026, the Company fully repaid the loan.
| d) | The unsecured loan is an installment payment agreement of $23,279 including interest at a fixed rate of 14.8% dated July 28, 2025 and is payable monthly in blended principal and interest payments in the amount of $1,924 over 12 months. |
During the year ended December 31, 2025, the Company repaid $9,699 for a remaining balance of $13,579.
During the three-month period ended March 31, 2026, the Company repaid $5,820 for remaining balance of $7,760.
| 11. | LEASE LIABILITIES |
Lease liabilities are measured at the present value of lease payments using the Company’s incremental borrowing rate of 8% - 18% (2024 8% - 10%) on the date of the lease inception. The incremental borrowing rate reflects the rate of interest that the Company would have to pay to borrow over a similar term the funds necessary to obtain an asset of similar value in a similar economic environment.
16
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
11. LEASE LIABILITIES (CONTINUED)
The Company’s lease liabilities and their carrying amounts are detailed as follows:
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Gross carrying amount | ||||||||
| Balance as at December 31, 2025 | 415,786 | 256,637 | ||||||
| Additions | — | 366,721 | ||||||
| Lease payments | (74,389 | ) | (257,623 | ) | ||||
| Lease interest | 17,377 | 50,051 | ||||||
| Effect of foreign exchange | 5,899 | — | ||||||
| Balance as at March 31, 2026 | 364,673 | 415,786 | ||||||
| 0 | ||||||||
| Current | 41,983 | 92,580 | ||||||
| Non-current | 322,690 | 323,206 | ||||||
| 364,673 | 415,786 | |||||||
12A. CONVERTIBLE DEBENTURES
As at March 31, 2026, the convertible debentures and derivative liability consists of:
| Unsecured | ||||||||||||
| Convertible | Convertible | |||||||||||
| debentures | debentures | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance at December 31, 2024 | 2,424,087 | 2,645,502 | 5,069,589 | |||||||||
| Fair Value | 335,063 | — | 335,063 | |||||||||
| Amortization of OID | 1,002,561 | — | 1,002,561 | |||||||||
| Conversion (a) | (800,000 | ) | — | (800,000 | ) | |||||||
| Accretion | 422,853 | — | 422,853 | |||||||||
| Settlement (b) | (3,384,564 | ) | — | (3,384,564 | ) | |||||||
| Closing balance, as at December 31, 2025 | — | 2,645,502 | 2,645,502 | |||||||||
| Closing balance, as at March 31, 2026 | — | 2,645,502 | 2,645,502 | |||||||||
17
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12A. CONVERTIBLE DEBENTURES (CONTINUED)
As at December 20, 2023, the Company extended the maturity date of the Convertible Debentures entered into in July 2022. The maturity date of the Convertible Debentures was extended to July 12, 2024 along with other terms of the original debenture which were amended.
The original debenture had an original issuance discount of 10% and this was increased to 16% paid upon maturity leading to a maturity value of $2,645,502. In addition, the principal amount is convertible into common shares of the Company at a fixed price of $120 at the option of the debenture holder during the term of the Convertible Debenture. Under the terms of the Convertible Debenture the principal amount is due one year from the date of closing and does not bear interest until the maturity date or an event of default occurs. The number and terms of warrants issued in conjunction with the original debenture, as well as all other terms of the debenture did not change.
The debenture value determined using the current value method which deducts the value of the conversion option from the maturity value was $2,273,353.
In accordance with IFRS 9, the Company assessed whether the December 20, 2023 amendment to the Convertible Debentures constituted a modification or an extinguishment. The present value of the cash flows under the amended terms, discounted at the original effective interest rate, differed from the present value of the remaining cash flows under the original terms by less than 10%, and no other qualitative factors requiring immediate derecognition were present. Accordingly, the amendment was accounted for as a debt modification. The carrying amount of the debenture was adjusted to the present value of the modified future cash flows, discounted at the original effective interest rate, and the resulting gain on modification of $Nil was recognized in financial expenses in the consolidated statement of net loss and comprehensive loss for the year ended December 31, 2023.
The current value method refers to the present value of the contractual future cash flows of the debenture (being the maturity amount of $2,645,502 payable on July 12, 2024), discounted using an applicable market rate of interest that reflects the credit risk and terms of the instrument at the date of the amendment. The share price used as an input to the Black-Scholes model for valuing the conversion option was the market price of the Company’s common shares on the date of the transaction (December 20, 2023), being $0.11 per share (pre-consolidation), which represents a Level 1 input. No VWAP or other averaging methodology was applied.
The fair value of the conversion option on December 20, 2023 was estimated at $nil, which was derived using a Black-Scholes option pricing model.
18
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12A. CONVERTIBLE DEBENTURES (CONTINUED)
The Black-Scholes pricing model used for the conversion options used the following assumptions:
| Share price | $33 | |
| Exercise price | $120 | |
| Time to maturity | 6 months | |
| Risk-free rate | 3.91% | |
| Expected volatility | 26.80% | |
| Dividend yield | Nil | |
| Dilution factor | 41.06% | |
On December 23, 2024, the Company extended the convertible secured debentures issued in August 2023. The debenture holders agreed to extend the maturity for a further 28 months to December 31, 2026 and reduce the interest rate to 10% to December 2026. As consideration to these debenture holders, the Company agreed to increase the principal amount owing of $2,256,419 to include interest accrued to date of $882,034, a one-time extension fee of 15% and a prepayment of interest for 2025 as an increase in the principal amount. In addition, the Company agreed to reduce the price per Unit to $60 and to extend the expiry of the warrants that have been issued or are to be issued upon conversion to August 28, 2028. The new principal amount of $4,184,604 includes an Original Issuance Discount (“OID”) of 25% of $1,046,151 (a). The OID is amortized over two years and it recorded in the consolidated statement of financial position as convertible debenture and in Consolidated Statements of Net Loss and Comprehensive Loss as financial expenses.
The debenture value determined using the current value method which deducts the value of the conversion option from the maturity value was $3,397,006.
The principal amount is convertible, at the option of the debenture holder, into common shares of NuRAN at any time before the maturity date at a price of $60 per common share.
In accordance with IFRS 9, the Company assessed whether the December 23, 2024 amendment to the convertible debentures constituted a modification or an extinguishment. The amendments significantly impacted the economic substance of the instrument and result in a fundamentally different risk and return profile for both the Company and the holders. Consistent with IFRS 9, amendments were considered an extinguishment and the original debenture liabilities were
19
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12A. CONVERTIBLE DEBENTURES (CONTINUED)
therefore derecognized in full as at December 23, 2024, and new financial liabilities were recognized at fair value on that date.
On extinguishment, the original debenture was derecognized at its carrying amount of $2,256,419 and the new debenture was recognized at its fair value of $3,397,006, determined using the current value method. The resulting loss on extinguishment of $1,140,587 has been recognized in financial expenses in the consolidated statement of profit or loss and comprehensive loss for the year ended December 31, 2024.
The fair value of the conversion option on December 23, 2024 was estimated at $41,846 (a), which was derived using a Black-Scholes option pricing model:
| Share price | $27 | |
| Exercise price | $60 | |
| Time to maturity | 2 years | |
| Risk-free rate | 3.03% | |
| Expected volatility | 60.18% | |
| Dividend yield | Nil | |
| Dilution factor | 38.43% | |
During the year ended December 31, 2024, the debenture holders requested the conversion of the principal value of debentures totalling $225,000 in common shares of the Company. Taking into account the book value of the debentures converted, as well as the value of the conversion option, the carrying value recorded for these shares based on share value plus fair value of the conversion option was $227,000 (Note 20).
(a) During the year ended December 31, 2025, the debenture holders requested the conversion of debentures totalling a value of $800,000 in common shares of the Company. Taking into account the book value of the debentures converted, as well as the value of the conversion option, the carrying value recorded for these shares was $247,975 (Note 20).
(b) On December 22, 2025, the Company settled debt of $3,384,564 in common shares of the Company (see Note 20), resulting in the recognition of $182,271 as gain on debt settlement in the Consolidated Statements of Net Loss and Comprehensive Loss. The book value of the debt converted the carrying value recorded for these shares was $2,552,890
20
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12B. CONVERTIBLE DEBENTURES AND DERIVATIVES LIABILITIES
As at March 31, 2026, the unsecured convertible debentures and derivative liability consist of the following:
| Unsecured | ||||||||||||
| Convertible | Derivative | |||||||||||
| debentures | liability | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance at December 31, 2024 | 1,706,926 | — | 1,706,926 | |||||||||
| Amortization of OID | 415,840 | — | 415,840 | |||||||||
| Accretion | 407,023 | — | 407,023 | |||||||||
| Effect of foreigh exchange | (97,151 | ) | — | (97,151 | ) | |||||||
| Balance at December 31, 2025 | 2,432,637 | — | 2,432,637 | |||||||||
| Amortization of OID | 101,991 | — | 101,991 | |||||||||
| Accretion | 110,261 | — | 110,261 | |||||||||
| Effect of foreigh exchange | 44,754 | — | 44,754 | |||||||||
| Closing balance, as at March 31, 2026 | 2,689,643 | — | 2,689,643 | |||||||||
On August 16, 2024, the Company issued unsecured convertible debentures in the principal amount of USD 2,194,772 (CAD 3,008,374) with an original issue discount equal to 25% of the purchase price. The debenture matures on August 16, 2026. Interest is accrued until the maturity date, at a rate of 15% per annum. The debenture value determined using the amortized cost using the effective interest method, with the carrying value accreted over time through interest expense was USD 1,594,729 (CAD 2,185,847). The principal amount is convertible, at the option of the debenture holder, into common shares of NuRAN at any time before the maturity date at a price of $67.50 per common share.
21
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12B. CONVERTIBLE DEBENTURES AND DERIVATIVES LIABILITIES (CONTINUED)
The fair value at December 31, 2025 was estimated at $nil, which was derived using a Black-Scholes option pricing model:
|
Share price |
$2.50 |
| Exercise price | $67.50 |
| Time to maturity | 0.58 years |
| Risk-free rate | 2.58% |
| Expected volatility | 41.91% |
| Dividend yield | Nil |
| Dilution factor | 33.28% |
The fair value at March31, 2025 was estimated at $nil, which was derived using a Black-Scholes option pricing model:
|
Share price |
$2.50 |
| Exercise price | $67.50 |
| Time to maturity | 0.33 years |
| Risk-free rate | 2.82% |
| Expected volatility | 41.91% |
| Dividend yield | Nil |
| Dilution factor | 33.26% |
The Company measured the conversion feature of convertible debentures at FVTPL and the conversion feature was classified as a derivative financial liability for the loan, which was denominated in a currency other than the Company’s functional currency (and therefore its exercise price is not fixed in the Company’s functional currency) and is convertible into a variable number of both common shares and warrants. The embedded derivative did not qualify as an equity instrument due to not meeting the “fixed for fixed” criteria of IAS 32 Financial instruments: Presentation. Therefore, the Company separated the embedded derivative from the host contract and accounted for each element separately. The embedded derivative was initially recognized at its fair value. The amount of change in the fair value of the derivative is presented in profit or loss.
22
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
13. SHARE CAPITAL
NuRAN’s share capital consists only of fully paid shares of each of the following categories, each of an unlimited amount and without nominal value:
● Common shares, voting and participating
● Preferred shares
During the three-month period ended March 31, 2026, the Company settled debt through the issuance of common shares and warrants. The debt was derecognized at its carrying amount, and the equity instruments issued were measured at fair value and allocated between share capital and contributed surplus using the relative fair value method.
| 2026-03-31 | 2025-12-31 | |||||||||||||||
| Number | $ | Number | $ | |||||||||||||
| Opening balance | 13,069,567 | 86,606,375 | 195,647 | 54,994,088 | ||||||||||||
| Issue of share capital (a) | 15,149 | 47,796 | 12,860,587 | 31,364,312 | ||||||||||||
| Convertible Debenture (b) | — | — | — | (142,571 | ) | |||||||||||
| Debenture conversion in share capital (c) | — | — | 13,333 | 390,546 | ||||||||||||
| Closing balance | 13,084,716 | 86,654,171 | 13,069,567 | 86,606,375 | ||||||||||||
During the three-month period ended March 31, 2026, the Company had the following share transactions:
| (a) | On January 30, 2026, the Company issued 9,515 shares as of accounts payables settlement, resulting in the recognition of $27,232 as of share capital, $4,803 as of warrants and $4,535 as loss on debt settlement in the Consolidated Statements of Net Loss and Comprehensive Loss. The company also issued 5,634 shares to members of its Board of Directors for services provided in 2022 and 2023, resulting in the recognition of $20,564 as of share capital and $194,436 as loss on debt settlement in the Consolidated Statements of Net Loss and Comprehensive Loss. |
| (b) | Nil in the three-month period ended March 31, 2026 |
| (c) | Nil in the three-month period ended March 31, 2026 |
23
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
13. SHARES CAPITAL (CONTINUED)
During the year ended December 31, 2025, the Company had the
following share transactions:
| (a) | From January 2, 2025, to July 22, 2025, the Company issued 155,000 shares as of loan conversion with shares price between $15 and $27.60, resulting in the recognition of $2,509,936 as share capital and $2,246,840 as gain on debt settlement in the Consolidated Statements of Net Loss and Comprehensive Loss. |
On November 26, 2025, the Company issued 45,454 shares as of private placement with share price of $6.00, resulting in the recognition of $300,000 as of share capital.
On December 22, 2025, the Company issued 10,583,919 shares as of debt and accounts payables settlement, resulting in the recognition of $22,613,774 as of share capital, $1,733,405 as gain on debt settlement and $25,837 as loss on write-off of account payables in the Consolidated Statements of Net Loss and Comprehensive Loss. Included in this transaction is the acquisition of Advance Factoring Inc. (Note 6)
On December 22, 2025, the Company issued 1,946,365 shares as of private placement with share price of $2.78, resulting in the recognition of $5,625,000 as of share capital.
On December 29, 2025, the company issued 64,064 shares as of accounts payables settlement, resulting in the recognition of $128,095 as of share capital and $46,262 as gain on debt settlement in the Consolidated Statements of Net Loss and Comprehensive Loss.
On December 29, 2025, the Company issued 65,784 shares as of private placement with share price of $2.55 and a finder’s fee of $2,609, resulting in the recognition of $187,507 as of share capital.
| (b) | On December 22, 2025, $(142,571) was recognized for the fair value on debentures following the settlement in shares. |
| (c) | From January 20, 2025, to June 26, 2025, the Company issued 13,333 shares upon the conversion of debenture at a share price of $60 (Note 19A). |
24
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
14. WARRANTS
The following is a summary of the activity of warrants:
| 2026-03-15 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Opening balance | 6,465,936 | 761,495 | ||||||
| Issue of Warrants | 4,803 | 6,532,539 | ||||||
| Warrants expired | — | (674,600 | ) | |||||
| Warrants cancelled | — | (153,498 | ) | |||||
| Closing balance | 6,470,739 | 6,465,936 | ||||||
| Three months ended March 31, 2026 | ||||||||
| Weighted | ||||||||
| Number of | average | |||||||
| warrants | exercise price | |||||||
| $ | ||||||||
| Opening balance | 6,359,067 | 4.43 | ||||||
| Granted during the period | 4,757 | 4.33 | ||||||
| Closing balance, as at March 31, 2026 | 6,363,824 | 4.36 | ||||||
| Closing balance of exercisable warrants, as at March 31, 2026 | 28,867 | 24.53 | ||||||
| Twelve months ended December 31, 2025 | ||||||||
| Weighted | ||||||||
| Number of | average | |||||||
| warrants | exercise price | |||||||
| $ | ||||||||
| Opening balance | 61,797 | 114.00 | ||||||
| Granted during the period | 6,404,177 | 4.82 | ||||||
| Expired during the period | (26,333 | ) | 168.61 | |||||
| Cancelled during the period | (80,574 | ) | 39.79 | |||||
| Closing balance, as at December 31, 2025 | 6,359,067 | 4.43 | ||||||
| Closing balance of exercisable warrants, as at December 31, 2025 | 6,140 | 78.66 | ||||||
25
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
14. WARRANTS (CONTINUED)
The following is a summary of warrants outstanding and exercisable, as at March 31, 2026:
| Warrants outstanding | Warrants exercisable | |||||||||||||||||
| Weighted | Weighted | |||||||||||||||||
| average | average | |||||||||||||||||
| contractual | contractual | |||||||||||||||||
| Number | life (years) | Number | life (years) | |||||||||||||||
| March 31, 2026 | ||||||||||||||||||
| Exercise price | ||||||||||||||||||
| $ | 4.34 | 6,265,137 | 4.73 | — | — | |||||||||||||
| $ | 4.34 | 65,063 | 4.75 | — | — | |||||||||||||
| $ | 4.34 | 4,757 | 4.84 | — | — | |||||||||||||
| $ | 9.90 | 22,727 | 2.66 | 22,727 | 2.66 | |||||||||||||
| $ | 75.00 | 5,640 | 0.41 | 5,640 | 0.41 | |||||||||||||
| $ | 120.00 | 500 | 0.41 | 500 | 0.41 | |||||||||||||
| 6,363,824 | 28,867 | |||||||||||||||||
26
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
14. WARRANTS (CONTINUED)
| Warrants outstanding | Warrants exercisable | |||||||||||||||||
| Weighted | Weighted | |||||||||||||||||
| average | average | |||||||||||||||||
| December 31, 2025 | contractual | contractual | ||||||||||||||||
| Exercise price | Number | life (years) | Number | life (years) | ||||||||||||||
| $ | 4.335 | 6,265,137 | 4.98 | — | — | |||||||||||||
| $ | 4.335 | 65,063 | 5.00 | — | — | |||||||||||||
| $ | 9.90 | 22,727 | 2.91 | — | — | |||||||||||||
| $ | 75.00 | 5,640 | 0.66 | 5,640 | 0.66 | |||||||||||||
| $ | 120.00 | 500 | 0.66 | 500 | 0.66 | |||||||||||||
| 6,359,067 | 6,140 | |||||||||||||||||
During the year ended December 31, 2025, the Company issued 6,404,177 warrants consisting of 3,599,013 warrants issued to the owners of AFI and 2,805,164 warrants issued warrants issued for private placements, debt conversions, factoring recourse notices and debenture conversions. The value totaling $6,532,539 was obtained using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate between 2.40% and 3.07%; expected volatility between 81.20% and 104.15%; expected dividend yield of 0%; expected life between 0.83 and 5 years and exercise price between $9 and $75. Expected volatility was based on the historical volatility of other comparable listed companies. The share price upon issuance was between $2.55 and $27.
During the three-month period ended March 31, 2026, the Company issued 4,757 warrants. The value totaling $4,803 was obtained using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate of 2.56%; expected volatility 41.91%; expected dividend yield of 0%; expected life of 5 years and exercise price of $4.34. Expected volatility was based on the historical volatility of other comparable listed companies. The share price upon issuance was $3.65.
27
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
15. CONTRIBUTED SURPLUS
The Company has a stock option plan for its employees, officers, directors and consultants for up to 10% of the issued and outstanding shares at the grant date.
The following is a summary of the activity of stock options and warrants:
| 2026-03-15 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Opening balance | 7,559,538 | 6,731,440 | ||||||
| Warrants expired | — | 674,600 | ||||||
| Warrants cancelled | — | 153,498 | ||||||
| Closing balance | 7,559,538 | 7,559,538 | ||||||
| Three months ended March 31, 2026 | ||||||||
| Weighted | ||||||||
| Number of | average | |||||||
| options | exercise price | |||||||
| $ | ||||||||
| Opening balance | 9,566 | 402.91 | ||||||
| Granted during the period | — | — | ||||||
| Expired during the period | (3,398 | ) | 705 | |||||
| Closing balance, as at March 31, 2026 | 6,168 | 236.48 | ||||||
| Closing balance of exercisable options, as at March 31, 2026 | 6,168 | 236.48 | ||||||
28
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
15. CONTRIBUTED SURPLUS (CONTINUED)
| Twelve months ended December 31, 2025 | ||||||||
| Weighted | ||||||||
| Number of | average | |||||||
| options | exercise price | |||||||
| $ | ||||||||
| Opening balance | 9,566 | 402.91 | ||||||
| Forfeited during the period | ||||||||
| Closing balance, as at December 31, 2025 | 9,566 | 402.91 | ||||||
| Closing balance of exercisable options, as at December 31, 2025 | 9,566 | 402.91 | ||||||
The following is a summary of stock options outstanding and exercisable as at March 31, 2026:
| Options outstanding | Options exercisable | |||||||||||||||||
| Weighted | Weighted | |||||||||||||||||
| average | average | |||||||||||||||||
| contractual | contractual | |||||||||||||||||
| Number | life (years) | Number | life (years) | |||||||||||||||
| March 31, 2026 | ||||||||||||||||||
| Exercise price | ||||||||||||||||||
| $ | 127.50 | 4,167 | 0.01 | 4,167 | 0.01 | |||||||||||||
| $ | 402.00 | 835 | 0.83 | 835 | 0.83 | |||||||||||||
| $ | 501.00 | 334 | 0.57 | 334 | 0.57 | |||||||||||||
| $ | 510.00 | 832 | 0.56 | 832 | 0.56 | |||||||||||||
| 6,168 | 6,168 | |||||||||||||||||
29
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
15. CONTRIBUTED SURPLUS (CONTINUED)
| Options outstanding | Options exercisable | |||||||||||||||||
| Weighted | Weighted | |||||||||||||||||
| average | average | |||||||||||||||||
| contractual | contractual | |||||||||||||||||
| Number | life (years) | Number | life (years) | |||||||||||||||
| December 31, 2025 | ||||||||||||||||||
| Exercise price | ||||||||||||||||||
| $ | 127.50 | 4,167 | 0.26 | 4,167 | 0.26 | |||||||||||||
| $ | 402 | 835 | 1.07 | 835 | 1.07 | |||||||||||||
| $ | 501 | 334 | 0.82 | 334 | 0.82 | |||||||||||||
| $ | 510 | 832 | 0.80 | 832 | 0.80 | |||||||||||||
| $ | 705 | 3,398 | 0.11 | 3,398 | 0.11 | |||||||||||||
| 9,566 | 9,566 | |||||||||||||||||
16. LOSS PER SHARE
| (a) | Basic |
Basic income (loss) per share is calculated by dividing income (loss) by weighted average number of common shares in issue for the year
| 2026-03-31 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Net loss for the period | (2,033,140 | ) | (21,436,048 | ) | ||||
| Weighted average number of outstanding common shares | 13,079,666 | 590,522 | ||||||
| Loss per share | (0.16 | ) | (36.30 | ) | ||||
| (b) | Diluted |
Diluted income (loss) per common share is equal to the loss per common share for the three-month period ended March 31, 2029 and the year 2025 as all of the shares options and warrants outstanding are anti-dilutive.
30
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
17. RELATED PARTY TRANSACTIONS
The Company’s related parties include companies under common control as well as key management personnel.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received.
18. SUBSEQUENT EVENTS
On April 17, 2026 the former shareholders of the Factor entered into an undertaking pursuant to which they agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, transfer, or otherwise dispose of any securities of the Company held by them and issued pursuant to the share purchase agreement dated December 22, 2025. The undertaking remains in effect until the earlier of (i) two business days following the removal of the Company from the British Columbia Securities Commission (the “BCSC”)’s Issuers in Default List, and (ii) the date on which the BCSC provides its written consent to revise, replace, or revoke the Undertaking.
On May 14, 2026, the Company’s subsidiary, NuRAN Wireless (Africa) Holding signed an amendment to the facility agreement signed with FEI Ongrid, a fund managed by Cygnum Capital, extending the maturity date of the agreement to April 26, 2027 and amending the terms of the agreement such that interest would not be fully capitalised but partially paid in cash in accordance with an agreed schedule to maturity. The amendment was entered into to support the Company in raising long term debt and equity financing.