Exhibit 99.1
NuRAN Wireless Inc.
Condensed
Interim Consolidated
Financial Statements
June 30, 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 - 31 |
2
NuRAN Wireless Inc.
Condensed Interim Consolidated Statements of Financial Position
As at June 30, 2026 and December 31, 2025
(Expressed
in Canadian dollars)
(Unaudited)
| 2026-06-30 | 2025-12-31 | |||||||
|
| $ | $ | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | ||||||||
| Trade and other receivables | ||||||||
| Scientific research and experimental development tax credits receivable | ||||||||
| Accrued revenues (Note 3) | ||||||||
| Inventories (Note 4) | ||||||||
| Prepaid expenses | ||||||||
| Security deposits and deposits on purchase of goods | ||||||||
| Loan receivable (Note 5) | ||||||||
| Current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment (Note 6) | ||||||||
| Intangible assets (Note 7) | ||||||||
| Right-of-use assets (Note 8) | ||||||||
| Non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | ||||||||
| Customer advances (Note 9) | ||||||||
| Loans payable (Note 10) | ||||||||
| Convertible debentures (Note 12A) | ||||||||
| Convertible debentures and derivative liability (Note 12B) | ||||||||
| Current portion of lease liabilities (Note 11) | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease Liabilities (Note 11) | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity (Deficiency) | ||||||||
| Share capital (Note 13) | ||||||||
| Warrants (Note 14) | ||||||||
| Contributed surplus (Note 15) | ||||||||
| Foreign exchange in translation of foreign operations | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity (deficiency) | ||||||||
| Total liabilities and shareholders’ equity (deficiency) | ||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
3
NuRAN Wireless Inc.
Condensed Interim Consolidated Statements of net Loss and Comprehensive Loss
Periods ended June 30, 2026 and 2025
(Expressed in Canadian dollars)
(Unaudited)
| 3 months ended | 6 months ended | |||||||||||
| 2026-06-30 | 2025-06-30 | 2026-06-30 | 2025-06-30 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenue | ||||||||||||
| Cost of sales | ||||||||||||
| Gross profit (loss) | ( | ) | ||||||||||
| Selling expenses | ||||||||||||
| Administrative expenses | ||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||
| Financial expenses | ||||||||||||
| Research and development costs, net of $ | ||||||||||||
| Loss before other gain | ( | ) | ( | ) | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||||||
| Gain / (loss) on debt settlement | ( | ) | ( | ) | ||||||||
| Gain / (loss) on write -off of assets | ( | ) | ( | ) | ||||||||
| Gain / (loss) on modification of contract | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | |||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||||||
| Income tax | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||
| Other comprehensive income (expense): | ||||||||||||
| Foreign exchange difference on translation of foreign operations | ( | ) | ( | ) | ||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||
| Loss per share (Note 16) | ||||||||||||
| Basic and diluted loss per share | ( | ) | ( | ) | ( | ) | ( | ) | ||||
| Weighted average number of outstanding common shares | ||||||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
4
NuRAN Wireless Inc.
Condensed Interim Consolidated Statements of Changes in Surplus (Deficiency)
Periods ended June 30, 2026 and 2025
(Expressed in Canadian dollars)
(Unaudited)
| 2026-06-30 | ||||||||||||||||||||||||
| Share capital | Warrants | Contributed surplus | Fair value of the conversion option | Translation reserve | Deficit | Total Surplus (Deficiency) | ||||||||||||||||||
| Number | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Balance as at January 1, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
| Issue of share capital (Note 13) | ||||||||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||||||
| Foreign exchange in translation of foreign operations | — | ( | ) | ( | ) | |||||||||||||||||||
| Issue of warrants (Note 14) | — | |||||||||||||||||||||||
| Balance as at June 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
| 2025-06 -30 | ||||||||||||||||||||||||
| Share capital | Warrants | Contributed surplus | Fair value of the conversion option | Translation reserve | Deficit | Total Surplus (Deficiency) | ||||||||||||||||||
| Number | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Balance as at January 1, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issue of share capital (Note 13) | ||||||||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||||||
| Foreign exchange in translation of foreign operations | — | |||||||||||||||||||||||
| Convertible debenture (Note 12A) | — | ( | ) | ( | ) | |||||||||||||||||||
| Debenture conversion in share capital (Notes 12A) | ||||||||||||||||||||||||
| Employee shared-based compensation - warrants | ( | ) | ( | ) | ||||||||||||||||||||
| Issue of warrants | ( | ) | ||||||||||||||||||||||
| Balance as at June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
5
NuRAN Wireless Inc.
Condensed Interim Consolidated Statements of Cash Flows
Periods ended June 30, 2026 and 2025
(In
Canadian dollars)
(Unaudited)
| 2026-06-30 | 2025-06-30 | |||||
| (6 months) | (6 months) | |||||
| $ | $ | |||||
| OPERATING ACTIVITIES | ||||||
| Net loss | ( | ) | ( | ) | ||
| Adjustments for non-cash items | ||||||
| Depreciation of property, plant and equipment | ||||||
| Amortization of intangible assets | ||||||
| Depreciation of right-of-use assets | ||||||
| Amortization of OID | ||||||
| Interest on lease liabilities | ||||||
| Interest on overdue payables | ||||||
| Gain (loss) on debt settlement | ( | ) | ||||
| Gain (loss) write-off of assets | ||||||
| Gain (loss) on modification of contract | ||||||
| Non-employee share-based transaction | ( | ) | ||||
| Accretion of convertible debentures | ||||||
| OID on debenture | ( | ) | ||||
| Interest on loan | ||||||
| Expected credit loss | ( | ) | ( | ) | ||
| Loan payable | ( | ) | ||||
| Net change in working capital items | ||||||
| Trade and other receivables | ( | ) | ( | ) | ||
| Accrued revenues | ( | ) | ||||
| Scientific research and experimental development tax credits receivable | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||
| Prepaid expenses | ( | ) | ( | ) | ||
| Security deposits and deposits on purchase of goods | ( | ) | ||||
| Trade and other payables | ||||||
| Customer advances | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||
| INVESTING ACTIVITIES | ||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||
| Purchase of intangible assets | ( | ) | ( | ) | ||
| Net cash used in investing activities | ( | ) | ( | ) | ||
| FINANCING ACTIVITIES | ||||||
| Lease liabilities | ||||||
| Proceeds (repayment of) from loan payable | ||||||
| Proceeds (repayment of) from promissory notes | ||||||
| Proceeds (repayment of) from factoring agreement | ||||||
| Repayment of promissory notes | ( | ) | ||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||
| Repayment of loan payable | ( | ) | ( | ) | ||
| Net cash generated in financing activities | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||
| Cash, beginning of period | ||||||
| Foreign exchange in translation of foreign operations | ( | ) | ||||
| Cash, end of period | ||||||
| Non-cash transactions | ||||||
| Non cash - Issue of common share | ||||||
| Non cash - Issue of warrants | ||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
6
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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 (Quebéc) 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 June 30, 2026 is as follows:
| Name of subsidiaries | Country of incorporation | Percentage ownership | Functional currency | Principal activity |
XAF – Central African Franc; XOF – West African Franc; MGA – Malagasy Ariary
7
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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, 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 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
During
the six-month period ended June 30, 2026, the Company incurred a net loss of $ ($ for the six-month period ended
June 30, 2025) and used net cash of $ ($ for the six-month period ended June 30, 2025) in operating activities
and, as of that date, had an accumulated deficit of $ ($ for the year ended December 31, 2025) and a working
capital deficiency of $
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. Subsequent to June 30, 2026, the Company also closed a private placement for gross proceeds of $7.6 million.
8
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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. On August 13, 2026, the Company receive the approval to list on the Nasdaq and started trading on August 17, 2026.
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 August 28, 2026.
2. MATERIAL ACCOUNTING POLICIES
Basis of Preparation
The Interim Financial Statements as at June 30, 2026, and for the six months then ended have been prepared in accordance with International Accounting Standard (“IAS 34”) Interim Financial Reporting. The Interim Financial Statements should be read in conjunction with the Company’s Audited Financial Statements for the year ended December 31, 2025. Selected explanatory notes are included in the Interim Financial Statements to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last audited financial statements.
9
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
These interim financial statements have been prepared on an accrual basis and are based on historical cost basis except for a certain financial instrument which is measured at their fair value.
The Interim Financial Statements of the Company are presented in Canadian dollars unless otherwise indicated, the reporting currency of the Company.
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.
Material Accounting Policies
Material accounting policies applied to these Interim Financial Statements are the same as those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
3. ACCRUED REVENUES
| 2026-06-30 | 2025-12-31 | |||||
| $ | $ | |||||
| Opening balance | ||||||
| Addition | ||||||
| Recognized | ( | ) | ( | ) | ||
| Closing balance |
Accrued revenues represent the unbilled cumulative site deployment and construction revenue under IFRS 15 for which the related performance obligation has been delivered.
10
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
4. INVENTORY
| 2026-06-30 | 2025-12-31 | ||||||
| $ | $ | ||||||
| Raw materials | |||||||
| Finished goods | |||||||
| Work in progress | |||||||
5. LOAN RECEIVABLE
| 2026-06-30 | 2025-12-31 | ||||||
| $ | $ | ||||||
| Loan to a non-related company (a) | |||||||
| Loan to a non-related individual (b) | |||||||
| 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. The loan is still outstanding. |
| b) | This is an unsecured loan to a non-related individual entered into on December 23, 2025 bearing interest at 5% per annum and repayable on June 30, 2026. The loan is still outstanding. |
11
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
6. PROPERTY, PLANT AND EQUIPMENT
The Company’s property, plant and equipment and their carrying amounts are detailed as follows:
| 2026-06-30 | |||||||||||||||||||
| Leasehold improvements | Equipment and furniture, tele- communication system, furniture and fixtures | Computer equipment | Site infrastructure | Total | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Gross carrying amount | |||||||||||||||||||
| Balance as at December 31, 2025 | |||||||||||||||||||
| Additions | |||||||||||||||||||
| Current translation effects | |||||||||||||||||||
| Balance as at June 30, 2026 | |||||||||||||||||||
| Depreciation and impairment | |||||||||||||||||||
| Balance as at December 31, 2025 | |||||||||||||||||||
| Depreciation | |||||||||||||||||||
| Current translation effects | ( | ) | ( | ) | ( | ) | |||||||||||||
| Balance as at June 30, 2026 | |||||||||||||||||||
| Carrying amount as at | |||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||
12
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
6. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
| 2025-12-31 | |||||||||||||||||||
| Leasehold improvements | Equipment and furniture, tele- communication system, furniture and fixtures | Computer equipment | Site infrastructure | Total | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Gross carrying amount | |||||||||||||||||||
| Balance as at December 31, 2024 | |||||||||||||||||||
| Additions | |||||||||||||||||||
| Reclassification | |||||||||||||||||||
| Current translation effects | |||||||||||||||||||
| Balance as at December 31, 2025 | |||||||||||||||||||
| Depreciation and impairment | |||||||||||||||||||
| Balance as at December 31, 2024 | |||||||||||||||||||
| Depreciation | |||||||||||||||||||
| Current translation effects | |||||||||||||||||||
| Balance as at December 31, 2025 | |||||||||||||||||||
| Carrying amount as at | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||
13
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
7. INTANGIBLE ASSETS
The Company’s intangible assets and their carrying amounts are detailed as follows:
| 2026-06-30 | |||||||
| Software | Total | ||||||
| $ | $ | ||||||
| Gross carrying amount | |||||||
| Balance as at December 31, 2025 | |||||||
| Additions | |||||||
| Under development | |||||||
| Acquired | |||||||
| Balance as at June 30, 2026 | |||||||
| Amortization and impairment | |||||||
| Balance as at December 31, 2025 | |||||||
| Amortization | |||||||
| Balance as at June 30, 2026 | |||||||
| Carrying amount as at June 30, 2026 | |||||||
| December 31, 2025 | |||||||||||
| Software | Trademarks | Total | |||||||||
| $ | $ | $ | |||||||||
| Gross carrying amount | |||||||||||
| Balance as at December 31, 2024 | |||||||||||
| Additions | |||||||||||
| Under development | |||||||||||
| Acquired | |||||||||||
| Write-off | ( | ) | ( | ) | |||||||
| Balance as at December 31, 2025 | |||||||||||
| Depreciation and impairment | |||||||||||
| Balance as at December 31, 2024 | — | ||||||||||
| Depreciation | — | ||||||||||
| Balance as at December 31, 2025 | |||||||||||
| Carrying amount as at December 31, 2025 | |||||||||||
14
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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:
| 2026-06-30 | 2025-12-31 | ||||||
| $ | $ | ||||||
| Gross carrying amount | |||||||
| Balance as at December 31, 2025 | |||||||
| Addition | |||||||
| Current translation effects | |||||||
| Balance as at June 30, 2026 | |||||||
| Depreciation and impairment | |||||||
| Balance as at December 31, 2025 | |||||||
| Amortization | |||||||
| Current translation effects | |||||||
| Balance as at June 30, 2026 | |||||||
| Carrying amount as at June 30, 2026 | |||||||
9. CUSTOMER ADVANCES
| 2026-06-30 | 2025-12-31 | ||||||
| $ | $ | ||||||
| Customer advances | |||||||
| Customer advances | |||||||
Customer advances represent advance payments received from customers for non-NaaS sales which have not been invoiced as of period end.
15
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
10. LOANS PAYABLE
| 2026-06-30 | 2025-12-31 | ||||||
| $ | $ | ||||||
| Loan from non-related company (a) | |||||||
| Loan from non-related company (b) | |||||||
| Loan from non-related company (c) | |||||||
| Loan from non-related company (d) | |||||||
| Loans Payable | |||||||
| a) | The
amount due to a non-related party was replaced with an unsecured loan of US$ |
On
December 22, 2025, the
During
the period ended June 30, 2026, the Company repaid USD $
| b) | The
loan is pursuant to a two-year term loan facility of USD $ |
On
March 10, 2025, the Company received a drawdown of USD
On
October 6, 2025, the Company received a drawdown of USD
On
March 13, 2026, the Company received the final drawdown under the facility of USD
16
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
10. LOANS PAYABLE (CONTINUED)
During
the six-month period ended June 30, 2026, the Company capitalized USD $
| 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. |
During
the year ended December 31, 2025, the Company repaid CFA
During, the six-month period ended June 30, 2026, the Company fully repaid the loan.
| d) | The
unsecured loan is an installment payment agreement of $ |
During
the year ended December 31, 2025, the Company repaid $
During
the six-month period ended June 30, 2026, the Company repaid $
11. LEASE LIABILITIES
Lease
liabilities are measured at
the present value of lease payments using
the Company’s incremental borrowing rate of
17
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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:
| 2026-06-30 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Gross carrying amount | ||||||||
| Opening balance | ||||||||
| Additions | ||||||||
| Lease payments | ( | ) | ( | ) | ||||
| Lease interest | ||||||||
| Effect of foreign exchange | ||||||||
| Closing balance | ||||||||
| Current | ||||||||
| Non-current | ||||||||
12A. CONVERTIBLE DEBENTURES
As at June 30, 2026, the convertible debentures and unsecured convertible debenture consists of:
| Convertible debentures | Unsecured Convertible
| Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance at December 31, 2024 | ||||||||||||
| Fair Value | ||||||||||||
| Amortization of OID | ||||||||||||
| Conversion (d) | ( | ) | ( | ) | ||||||||
| Accretion | ||||||||||||
| Settlement (e) | ( | ) | ( | ) | ||||||||
| Closing balance, as at December 31, 2025 | ||||||||||||
| Closing balance, as at June 30, 2026 | ||||||||||||
18
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12A. CONVERTIBLE DEBENTURES (CONTINUED)
Unsecured convertible debentures
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 $
The debenture value determined
using the current value method which deducts the value of the conversion option from the maturity value was $
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.
19
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
12B. CONVERTIBLE DEBENTURES AND DERIVATIVES LIABILITIES
As at June 30, 2026, the unsecured convertible debentures and derivative liability consist of the following:
Unsecured debentures | Derivative liability | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance at December 31, 2024 | ||||||||||||
| Amortization of OID | ||||||||||||
| Accretion | ||||||||||||
| Effect of foreign exchange | ( | ) | ( | ) | ||||||||
| Balance at December 31, 2025 | ||||||||||||
| Amortization of OID | ||||||||||||
| Accretion | ||||||||||||
| Effect of foreign exchange | ||||||||||||
| Closing balance, as at June 30, 2026 | ||||||||||||
On August 16, 2024, the
Company issued unsecured convertible debentures in the principal amount of USD $
20
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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 | $ |
| Exercise price | $ |
| Time to maturity | |
| Risk-free rate | |
| Expected volatility | |
| Dividend yield | |
| Dilution factor |
The fair value as at June 30, 2026 was estimated at $nil, which was derived using a Black-Scholes option pricing model:
| Share price | $ |
| Exercise price | $ |
| Time to maturity | |
| Risk-free rate | |
| Expected volatility | |
| Dividend yield | |
| Dilution factor |
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.
21
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
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 six-month period ended June 30, 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.
| 2026-06-30 | 2025-12-31 | |||||||||||||||
| Number | $ | Number | $ | |||||||||||||
| Opening balance | ||||||||||||||||
| Issue of share capital | ||||||||||||||||
| Convertible debenture | — | — | — | ( | ) | |||||||||||
| Debenture conversion in share capital | — | — | ||||||||||||||
| Issue of warrants | — | — | ||||||||||||||
| Closing balance | ||||||||||||||||
During the six-month period ended June 30, 2026, the Company had the following share transactions:
| (a) | On January 30, 2026, the Company issued shares
as of accounts payables settlement, resulting in the recognition of $ |
22
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
14. WARRANTS
The following is a summary of the activity of warrants:
| 2026-06-30 | 2025-12-31 | |||||||
| $ | $ | |||||||
Opening balance | ||||||||
| Issue of warrants | ||||||||
| Warrants expired | ( | ) | ||||||
| Warrants cancelled | ( | ) | ||||||
| Closing balance | ||||||||
| Six months ended June 30, 2026 | ||||||||
| Number of warrants | Weighted average exercise price | |||||||
| $ | ||||||||
Opening balance | ||||||||
| Granted during the period | ||||||||
| Closing balance, as at June 30, 2026 | ||||||||
| Closing balance of exercisable warrants, as at June 30, 2026 | ||||||||
| Twelve months ended December 31, 2025 | ||||||||
| Number of warrants | Weighted average exercise price | |||||||
| $ | ||||||||
| Opening balance | ||||||||
| Granted during the period | ||||||||
| Expired during the period | ( | ) | ||||||
| Cancelled during the period | ( | ) | ||||||
| Closing balance, as at December 31, 2025 | ||||||||
| Closing balance of exercisable warrants, as at December 31, 2025 | ||||||||
23
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
14. WARRANTS (CONTINUED)
The following is a summary of warrants outstanding and exercisable, as at June 30, 2026:
Warrants outstanding | Warrants exercisable | ||||||||||||||||
| June 30, 2026 | Number | Weighted average contractual life (years) | Number | Weighted average contractual life (years) | |||||||||||||
Exercise price | |||||||||||||||||
| $4.34 | |||||||||||||||||
| $4.34 | |||||||||||||||||
| $4.34 | |||||||||||||||||
| $9.90 | |||||||||||||||||
| $75.00 | |||||||||||||||||
| $120.00 | |||||||||||||||||
| Warrants outstanding | Warrants exercisable | ||||||||||||||||
| Weighted average contractual | Weighted average contractual | |||||||||||||||
| December 31, 2025 | Number | life (years) | Number | life (years) | |||||||||||||
Exercise price | |||||||||||||||||
| $4.34 | — | ||||||||||||||||
| $4.34 | — | ||||||||||||||||
| $9.90 | — | ||||||||||||||||
| $75.00 | |||||||||||||||||
| $120.00 | |||||||||||||||||
24
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
14. WARRANTS (CONTINUED)
During the year ended
December 31, 2025, the Company issued warrants consisting of warrants issued to the owners of AFI and
warrants issued for private placements, debt conversions, factoring recourse notices and debenture conversions. The value totaling
$
During the six-month
period ended June 30, 2026, the Company issued warrants. The value totaling $
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 contributed surplus:
| 2026-06-30 | 2025-12-31 | |||||||
| $ | $ | |||||||
| Opening balance | ||||||||
| Warrants expired | ||||||||
| Warrants cancelled | ||||||||
| Closing balance | ||||||||
25
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
15. CONTRIBUTED SURPLUS (CONTINUED)
| Six months ended June 30, 2026 | ||||||||
| Weighted | ||||||||
| Number of | average | |||||||
| options | exercise price | |||||||
| $ | ||||||||
| Opening balance | ||||||||
| Granted during the period | ||||||||
| Expired during the period | ( | ) | ||||||
| Closing balance, as at June 30, 2026 | ||||||||
| Closing balance of exercisable options, as at June 30, 2026 | ||||||||
| Twelve months ended December 31, 2025 | ||||||||
| Weighted | ||||||||
| Number of | average | |||||||
| options | exercise price | |||||||
| $ | ||||||||
| Opening balance | ||||||||
| Forfeited during the period | ||||||||
| Closing balance, as at December 31, 2025 | ||||||||
| Closing balance of exercisable options, as at December 31, 2025 | ||||||||
The following is a summary of stock options outstanding and exercisable as at June 30, 2026:
Options outstanding | Options exercisable | ||||||||||||||||
| Number | Weighted average contractual life (years) | Number | Weighted average contractual life (years) | ||||||||||||||
| June
30, 2026 Exercise price | |||||||||||||||||
| $402.00 | |||||||||||||||||
| $501.00 | |||||||||||||||||
| $510.00 | |||||||||||||||||
26
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
15. CONTRIBUTED SURPLUS (CONTINUED)
Options outstanding | Options exercisable | ||||||||||||||||
| Number | Weighted average contractual life (years) | Number | Weighted average contractual life (years) | ||||||||||||||
December 31, 2025 Exercise price | |||||||||||||||||
| $127.50 | |||||||||||||||||
| $402.00 | |||||||||||||||||
| $501.00 | |||||||||||||||||
| $510.00 | |||||||||||||||||
| $705.00 | |||||||||||||||||
| (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
| Three months ended | Six months ended | |||||||||||||||
| 2026-06-30 | 2025-06-30 | 2026-06-30 | 2025-06-30 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average number of outstanding common shares | ||||||||||||||||
| Loss per share | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (b) | Diluted |
Diluted income (loss) per common share is equal to the loss per common share for the three-month and six-month period ended June 30, 2026 and 2025 as all of the shares options and warrants outstanding are anti-dilutive.
27
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 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.
Transactions with key management personnel
The Company’s key management consists
of directors and executives. The key management personnel remuneration totals $
18. REVENUE FROM CONTRACTS WITH CUSTOMERS AND SEGMENT INFORMATION
Disaggregation of Revenue
The Company has examined its activities and has determined that, based on information reviewed on a regular basis by the Chief operating decision maker (“CODM”), it has two reportable segments (NaaS and Direct sales). The Company has disaggregated revenue into various categories in the following table which is intended to:
| ● | Depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors; and |
| ● | Enable users to understand the relationship with revenue segment information provided below. |
28
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
18. REVENUE FROM CONTRACTS WITH CUSTOMERS AND SEGMENT INFORMATION (CONTINUED)
The following information provides the required entity-wide disclosures:
Six-month period Ended June 30, 2026
| Segment total | ||||||||||||||||
| Segment | Direct | NaaS | Corporate | Total | ||||||||||||
| $ | $ | $ | ||||||||||||||
| Sale of goods | ||||||||||||||||
| Rendering of Services | ||||||||||||||||
| Adjustment | ( | ) | ( | ) | ||||||||||||
| Interest | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Segment profit | ( | ) | ||||||||||||||
| Selling expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financial expenses | ( | ) | ( | ) | ||||||||||||
| Research and development costs | ( | ) | ( | ) | ||||||||||||
| Gain / (loss) on debt settlement | ||||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Six-month period Ended June 30, 2026
| Adjustments | ||||||||||||||||
| Segment | Direct | NaaS | and eliminations | Total | ||||||||||||
| Total assets | ( | ) | ||||||||||||||
| Total liabilities | ( | ) | ||||||||||||||
29
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
18. REVENUE FROM CONTRACTS WITH CUSTOMERS AND SEGMENT INFORMATION (CONTINUED)
Six-month period Ended June 30, 2025
| Segment total | ||||||||||||||||
| Segment | Direct | NaaS | Corporate | Total | ||||||||||||
| $ | $ | $ | ||||||||||||||
| Sale of goods | ||||||||||||||||
| Rendering of Services | ||||||||||||||||
| Interest | ||||||||||||||||
| Cost of sales | ( | ) | ||||||||||||||
| Segment profit | ||||||||||||||||
| Selling expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financial expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development costs | ( | ) | ( | ) | ||||||||||||
| Gain / (loss) on debt settlement | ( | ) | ( | ) | ||||||||||||
| Write-off of assets | ( | ) | ( | ) | ||||||||||||
| Loss on modification of contract | ( | ) | ( | ) | ||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||
Six-month period ended June 30, 2025
| Adjustments and | ||||||||||||||||
| Segment | Direct | NaaS | eliminations | Total | ||||||||||||
| Total assets | ( | ) | ||||||||||||||
| Total liabilities | ( | ) | ||||||||||||||
30
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
18. REVENUE FROM CONTRACTS WITH CUSTOMERS AND SEGMENT INFORMATION (CONTINUED)
Geographical Information is as follows:
| Revenue from external customers based on region | 2026-06-30 | 2025-06-30 | ||||||
| $ | $ | |||||||
| Africa | ||||||||
| Canada | ||||||||
| Other | ||||||||
| Marshall Islands | ||||||||
19. SUBSEQUENT EVENTS
On July 2, 2026, holders of warrants exercised their warrants on a cashless (net) basis in accordance with the terms of the warrant agreement. Under the net exercise provisions, warrant holders received a number of common shares equal to the value of the warrants, net of the aggregate exercise price, without any cash consideration being paid to the Company. Based on the market price of the Company’s common shares of $ per share on the exercise date and an exercise price of $ per warrant, the Company issued common shares in settlement of the warrants.
On August 13, 2026, the Company received the approval to list on the Nasdaq and started trading on the Nasdaq on August 17, 2026.
On August 14, 2026, the Company issued an aggregate of Preferred Shares at a price of $ per Preferred Share, for an aggregate amount of $ as follows:
| - | $ |
| - | $ |
| - | $ |
| - | $ |
On
completion, the Financing has reduced the Company’s liabilities and increased its shareholder’s equity by an
aggregate amount of $
31
NuRAN Wireless Inc.
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed In Canadian dollars)
(Unaudited)
19. SUBSEQUENT EVENTS (CONTINUED)
In connection with the Financing the Company also issued A warrants, vesting immediately and each exercisable to acquire one common share at $ per common share for a period of four years, and B warrants, vesting immediately and each exercisable at $ per common share for a period of five years. The Company and the lead investor have entered into a registration rights agreement in respect of the common shares issuable on conversion of the Preferred Shares and on exercise of the B warrants.