Quebec, QC / TheNewswire / February 7th, 2017 – NuRAN Wireless Inc. (“NuRAN” or the “Corporation”) is pleased to announce it has entered into an engagement agreement with First Republic Capital Corporation (“”FRC” or the “Agent”) whereby FRC has been appointed as the lead agent in connection with a private placement offering of senior secured convertible debentures (each a “Debenture”) for gross proceeds of up to $3,500,000 (the “Offering”). Each Debenture matures 18 months following closing, bears interest an annual rate of 12% and is convertible, at the option of the Debentureholder, in whole or in part, into common shares in the capital of NuRAN at any time before the maturity date at a price of $0.25 per common share (the “Conversion Price”) subject to adjustment in the event that the Corporation issues common shares at a price below $0.25 per share while the Debenture is outstanding. For each $0.25 of Debenture purchased, subscribers will receive (i) one-half of one transferable share purchase warrant (an “A Warrant”), with each whole A Warrant entitling the holder thereof to acquire one common share at a price of $0.30 per warrant share until the date that is 24 months from the closing date; and (ii) one-half of one transferable share purchase warrant (a “B Warrant”), with each whole B Warrant entitling the holder thereof to acquire one warrant share at a price of $0.45 per share until the date that is 36 months from the closing date. In the event that the closing price of NuRAN’s common shares on the Canadian Securities Exchange is $0.60 or greater per common share during any twenty (20) consecutive trading day period at any time after 4 months from the Closing Date and within 24 months after the closing date, the B Warrant will expire, at the sole discretion of NuRAN, at 4:00 p.m. (Toronto time) on the 30th day after the date on which NuRAN provides notice of acceleration to the B Warrant holders. The Corporation shall be entitled to prepay the full amount of the Debentures without penalty at any time after 6 months from their issuance date.