Mr. Matt Proud reports

UNIUNI, LEADING NORTH AMERICAN ECOMMERCE LAST-MILE DELIVERY PLATFORM, TO GO PUBLIC VIA MAK ACQUISITION

Uni Express Inc., a leading last-mile delivery platform, and MAK Acquisition Corp. have entered into a definitive purchase agreement that is expected to result in UniUni becoming a publicly listed company through a reverse takeover of MAK Acquisition, subject to regulatory and other customary approvals. (All amounts are expressed in U.S. dollars unless otherwise indicated.)

The transaction values UniUni at approximately $1.0-billion ($1.37-billion (Canadian)) on an enterprise value basis and represents one of the largest go-public transactions in the Canadian technology industry in recent years. UniUni is one of Canada's fastest-growing technology companies, expanding from $113-million of revenue in 2023 to over $1-billion of revenue expected in 2026.

UniUni is building one of the world's largest technology-enabled last-mile delivery platforms. The company is scaling rapidly to meet strong customer demand, driven by the continued growth of the global e-commerce industry. UniUni leverages robotics and its suite of proprietary technology in its operations, and each parcel processed refines the model over time, driving greater efficiency for its customers. The company expects to generate more than $1-billion in revenue in 2026 and anticipates significant organic revenue growth in 2027, extending its proven multiyear growth trajectory. UniUni's business is supported by compelling unit economics, positioning it well to deliver continued growth and future profitability.

Matt Proud, the chairman and chief executive officer of MAK Acquisition, stated: "We are excited to bring one of the fastest-growing companies in the country and a true Canadian champion to market. We look forward to partnering with management as UniUni embarks on the next stage of its journey to be the leading global last-mile delivery platform."

"Customer demand for UniUni continues to grow alongside the expansion of e-commerce across North America," said Peter Lu, founder and chief executive officer of UniUni. "We believe our technology-enabled platform and flexible operating model position us well to support the evolving needs of customers as we continue investing in automation and long-term growth. We are excited to take the next step in our journey as a Canadian public company."

UniUni delivers over one million parcels per day across the United States and Canada. The company is anchored around the highest-volume e-commerce companies in the world, and has built a dense and repeatable parcel flow, enabled by more than 100,000 registered drivers, across every major North American metropolitan area. UniUni is a truly customer-agnostic platform serving a broad range of customers, including the world's largest e-commerce platforms, global brands, independent on-line retailers, and small- and medium-sized businesses, providing fast, reliable last-mile delivery solutions. The company has global ambitions and today derives approximately 80 per cent of its revenue from the United States and 20 per cent from Canada.

The company's growth plans will be financed by the proceeds raised from its up to $100-million private placement and the proceeds remaining from MAK Acquisition's escrowed funds. This capital will be deployed to invest in next-generation, automated supersorting centres across its geographic footprint, which will enable the company to increase its processing capacity to up to three million packages per day. Additionally, the proceeds will be used for working capital and general corporate purposes.

It is a condition of closing of the transaction that shares of new UniUni (as defined below) be listed for trading on the Toronto Stock Exchange. MAK Acquisition has reserved the symbols UN and UN.W for the common shares and warrants, respectively. MAK Acquisition and UniUni have also agreed to pursue a near-term cross-listing on the Nasdaq following closing of the transaction.

Summary of the transaction

The company, MAK Acquisition and certain shareholders of the company have entered into the purchase agreement dated May 15, 2026. The purchase agreement provides for a reverse takeover through the acquisition by MAK Acquisition of all of the issued and outstanding shares of UniUni, in consideration for shares of MAK Acquisition, to be issued at a price of $10 per share. Following the acquisition, MAK Acquisition, UniUni and Finco (defined below) will amalgamate to form the resulting issuer (new UniUni). Following closing of the transaction, shareholders of UniUni and MAK Acquisition will hold common shares of new UniUni. The transaction values UniUni at approximately $1.0-billion ($1.37-billion (Canadian)) on an enterprise value basis.

As the transaction constitutes MAK Acquisition's qualifying acquisition, holders of the Class A restricted voting shares of MAK Acquisition will have the right (conditional on the closing of the transaction) to redeem all or a portion of their Class A restricted voting shares, provided that they deposit their shares for redemption prior to the deadline for such announcements, which will be publicly disclosed by MAK Acquisition once determined.

In connection with the transaction, it is expected that MAK Acquisition will continue from the Cayman Islands to the province of British Columbia. The Class A restricted voting shares not required to be redeemed, along with the Class B shares of MAK Acquisition, will ultimately be exchanged for common shares of new UniUni on a one-for-one basis. Following closing of the transaction and assuming no redemptions and a raise of $100-million, existing shareholders of UniUni, existing shareholders of MAK Acquisition and new investors in the private placement will hold approximately 78 per cent, 12 per cent and 10 per cent, respectively, of new UniUni.

The transaction has been unanimously approved by the board of directors of MAK Acquisition, as well as the board of directors of UniUni. The transaction is subject to the satisfaction of customary conditions, including the closing of the private placement, and the approval of the Toronto Stock Exchange. For the closing condition in respect of the private placement to be satisfied, MAK Acquisition is required to raise not less than $60-million including, for this purpose, the funds remaining in escrow following the redemption of Class A restricted voting shares and the proceeds from a $15-million convertible note issued by UniUni concurrently with the entering into of the purchase agreement. As of the date hereof, this closing condition has been satisfied.

Completion of the transaction is currently expected to occur in the second half of 2026.

Summary of the private placement

The private placement is a best effort private placement of up to $100-million of non-voting shares of 1584403 B.C. Ltd. (Finco), a wholly owned subsidiary of MAK Acquisition, at a price of $10 per non-voting common share, brokered by Canaccord Genuity Corp., as lead agent and sole bookrunner on behalf of a syndicate of agents. A substantial portion of the private placement has been committed to date, and MAK Acquisition and UniUni shall continue to market the private placement during the interim period. The closing of the private placement will occur contemporaneously with the closing of the transaction, and, in connection with the closing, the shares of Finco issued in connection with the private placement will be exchanged for common shares of new UniUni on a one-for-one basis. The private placement is subject to customary conditions, including the closing of the transaction.

Additional information

Pursuant to applicable rules, MAK Acquisition will file with the Canadian securities regulatory authorities in each of the provinces of Canada (other than Quebec) a non-offering prospectus containing disclosure regarding UniUni and the transaction.

In connection with the transaction, MAK Acquisition will call a special meeting of its shareholders. At the meeting, shareholders will be asked to consider and approve, among other things, the continuance to British Columbia, and certain consequential amendments to MAK Acquisition's articles. MAK Acquisition shareholders may also be asked to approve the investment by certain related parties of MAK Acquisition into the private placement and the convertible note, which will be subject to the approval of a simple majority of the votes cast by shareholders at the meeting, excluding votes from certain related parties, as required under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). All other matters to be voted on will be subject to the approval of a majority of the votes cast by shareholders at the meeting.

Further details are set out in an investor presentation and in the purchase agreement, which will be filed shortly on SEDAR+.

Transaction advisers

Origin Merchant Partners is serving as financial adviser to UniUni. Canaccord Genuity is serving as financial adviser to MAK Acquisition and lead placement agent and sole bookrunner for the private placement. Scotia Capital Inc. is serving as capital market adviser to MAK Acquisition. Fasken Martineau Dumoulin LLP is serving as legal counsel to UniUni. Goodmans LLP is serving as legal counsel to MAK Acquisition. Bennett Jones LLP is serving as legal adviser to the private placement agents.

About Uni Express Inc.

UniUni is a leading technology-enabled logistics company revolutionizing the last-mile delivery landscape for the e-commerce industry. As a platform that seamlessly integrates advanced technology with efficient delivery solutions, UniUni enables businesses to provide a superior on-line shopping experience, ensuring unparalleled efficiency and customer satisfaction. Catering to a diverse range of clients -- from emerging e-commerce platforms to established on-line retailers and brands -- UniUni offers exceptional service across North America. Recognized by Deloitte as one of the fastest-growing companies in North America, UniUni continues to set industry standards, offering a robust, customer-centric approach to e-commerce logistics.

About MAK Acquisition Corp.

MAK Acquisition is a newly formed special purpose acquisition company focused on niche market businesses providing critical solutions, with strong revenue retention and diversified customer bases. MAK Acquisition is an exempted company formed under the laws of Cayman Islands. Its team targets unique opportunities where operational expertise can unlock growth and long-term shareholder value.

We seek Safe Harbor.