(via TheNewswire)

Vancouver, BC – TheNewswire - November 20, 2025  – Uniserve Communications Corporation (the “Company” or “Uniserve”) (TSXV: USS), a provider of managed IT, ISP, cloud, and data centre services, is pleased to announce that it has entered into definitive binding agreements (the “Transaction”) to acquire all of the business, assets and undertaking of Megawire Inc. (“Megawire”).

Megawire is a full-service Managed IT services provider. It services all of Ontario and the rest of Canada and the US virtually. They provide IT infrastructure assessments, network security audits, cloud computing solutions and data centre services, structured cabling and IT support and security for businesses of all sizes and industries.

The total purchase price to be paid by Uniserve under the Transaction is $6,500,000, as follows:

• Pursuant to an Asset Purchase Agreement (the “APA”) dated as of November 19, 2025 between Uniserve and Megawire, Uniserve will issue $2,000,000 in common shares of Uniserve (each, a “Uniserve Share”) to acquire all of Megawire’s assets. Each Uniserve Share will have a deemed value equal to the lower of (A) $0.60 or (B) the volume-weighted average price (the VWAP Price”) on the TSX Venture Exchange (the “TSXV”) of Uniserve Shares for the 10 trading days immediately prior to the clo sing date of the Transaction, provided however that if the VWAP Price is calculated to be less than $0.47, then the VWAP Price shall be deemed to be $0.47.  

• Pursuant to a Share Purchase Agreement (the “Brimax SPA”) dated as of November 19, 2025 among Uniserve, Brimax Financial Services Inc. (“Brimax”), and the Brimax shareholders (Brian Patrick Maxwell and Gail Maureen Maxwell), Uniserve will pay $2,400,000 in cash to acquire all of the issued and outstanding Brimax shares.  

• Pursuant to a Share Purchase Agreement (the “Waterloo SPA”) dated as of November 19, 2025 among Uniserve, Waterloo Wireless Inc. (“Waterloo”), and the Waterloo shareholders (Steven Maxwell, the “Noteholder”), Uniserve will pay $2,100,000 under a convertible note (the “Note”) - to acquire all of the issued and outstanding Waterloo shares. The Note will have a three year term, will bear annual interest at 7%, payable monthly, and will be secured against all of the Waterloo assets.  

At any time during the term of the Note, the Noteholder m ay elect to convert up to 50% of the Note value then outstanding into Uniserve Shares. I n each of the 3 years following closing of the Transaction, Uniserve may elect to pay up to one-third of the original value of the Note, and upon Uniserve so electing the Noteholder may choose to instead convert the proposed prepayment amount into Uniserve Shares. On the first and second anniversaries of closing, 10% of the then outstanding principal sum of the Note (less any amounts prepaid by Uniserve for such year) will be payable by Uniserve in cash, provided that the Noteholder may elect to instead receive an anniversary payment in Uniserve Shares.

Any Uniserve Shares issued under the Note will be issued at the following price, depending on the year in which the Uniserve Shares are issued:

• Year 1: Convertible at $0.75 per Uniserve Share  

• Year 2: Convertible at $1.00 per Uniserve Share  

• Year 3: Convertible at $1.25 per Uniserve Share  

Pursuant to the terms of the APA, Emerald Flow Inc. (Steve Maxwell’s services company) will enter into a 12 month consulting agreement with Uniserve to provide management services to the Company, and each of Megawire and Steve Maxwell will enter into non-competition agreements applying across Canada for 24 months from closing.

Megawire, Brimax, Waterloo, Emerald Flow Inc. and their respective principals, directors and shareholders are arm’s length to the Company. No finder’s fees will be paid by the Company in connection with the Transaction, and the Transaction will not result in a change of control of the Company. The transaction is for all of these companies to ensure the Company acquires all of the assets that make up the Megawire business.  

The Transaction is subject to approval from the TSXV, and the parties intend to close the Transaction as soon as practicable following receipt of TSXV approval. The Company will provide an update respecting the transaction in due course.  

" The acquisition of this MSP will further enhance the depth of services that Uniserve will deliver and strengthen our datacenter portfolio by allowing us to provide service in eastern Canada. This acquisition will further support the growth of Uniserve’s recurring revenue based service offerings and consolidate our ability to provide these services in Ontario.  As Canadian businesses continue their digital transformations, we are working to build on our ability to provide quality bandwidth and infrastructure to meet growing customer needs in these areas. We expect this acquisition to bring in strong top line sales and an expected EBITDA to the organization which will provide a solid platform for us to scale up operations in Ontario, " said Kwin Grauer, Uniserve’s Chairman of the Board and acting Interim CEO.

In addition, the Company wishes to announce that it will borrow $2,500,000 (the “Loan”), evidenced by a promissory note (the “Promissory Note”), from 369 Terminal Holdings Ltd. (the “Lender”), an insider of the Company by virtue of holding over 10% of the issued and outstanding Uniserve Shares.  The Loan will be repayable by Uniserve on demand and will bear interest at 8% per annum commencing on the date of advance, with interest payable monthly.  In connection with the Loan, the Company will grant the Lender 3,500,000 share purchase warrants (each, a “Loan Warrant”), each exercisable for one Uniserve Share at an exercise price of $0.57 per share for a one year period from the date of issuance. The Loan will be used towards the purchase price for the Transaction and will be repaid from cash flows generated by Uniserve’s ongoing operations.

The closing of the Loan is subject to execution and delivery of the Promissory Note and receipt of the approval of the TSXV. The Loan Warrants and any Uniserve Shares issued on exercise thereof will be subject to a four month hold period from the date of issuance of such securities. There is no material fact or material change about the Company that has not been generally disclosed.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), this transaction is considered a “related party transaction” as 369 Terminal Holdings Ltd. is an insider of the Company.  The Loan will be exempt from the formal valuation requirement and the minority shareholder approval requirement under MI 61-101 as the aggregate fair market value of the Loan transaction does not exceed 25% of Uniserve’s market capitalization.

About Uniserve

Uniserve (TSX.V: USS) provides IT solutions, including Data Centre Solutions, Managed IT Services, and Business Internet, through its offices in Vancouver, Calgary, and Waterloo. The Company focuses on delivering secure, reliable, and scalable services to support client operations.

This news release was prepared on behalf of the Board of Directors, which accepts full responsibility for its contents.

Learn more at  www.uniserve.com  or at  www.sedar.com .

Kwin Grauer

Chairman of the Board

Interim CEO

For more information please call 604-395-3961 or email corporate.relations@uniserveteam.com .

Neither TSX Venture Exchange nor its Regulations Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Management has prepared this release and no regulatory authority has approved or disapproved the information contained herein. The statements contained in this news release that are not historical facts are forward looking statements. Such statements are based on management’s estimates, assumptions and projections using available information. Uniserve cautions that actual financial results could differ materially from the current expectations due to a number of factors.

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