Mr. Kwin Grauer reports
UNISERVE ANNOUNCES CLOSING OF 6,000,000 UNIT PRIVATE PLACEMENT AT $0.30 PER UNIT
Further to Uniserve Communications Corp.'s June 4, 2025, and June 11, 2025, press releases, it has closed a non-brokered private placement comprising six million units at a price of 30 cents per unit, with each unit consisting of one common share and one-half of one transferrable share purchase warrant, with each whole warrant entitling the holder thereof to acquire one additional common share of the company at a price of 40 cents per share for a one year period expiring July 18, 2026. Gross proceeds from the offering were $1.8-million, and there were no finders' fees paid pursuant thereto.
All securities issued and sold under the offering will be subject to a hold period expiring on Nov. 19, 2025, in accordance with applicable securities laws.
Pursuant to the offering, insider Michael C. Scholz, through his wholly owned company, 369 Terminal Holdings Ltd., purchased 1.5 million units. Director Kwin Grauer, who is the chairman of the board and interim chief executive officer of the company, purchased 100,000 units through his wholly owned company, 1217249 B.C. Ltd., director Gautam Lohia purchased 300,000 units through his wholly owned company, 1300279 B.C. Ltd., and director Bradley Scharfe purchased 350,000 units through his wholly owned company, Scharfe Holdings Inc. In addition, directors Earnest C. Beaudin and Roger He purchased 400,000 and 50,000 units, respectively, directors Graham Johnstone and Rony Pawar purchased 100,000 units each, and chief financial officer Andrej Prpic purchased 200,000 units. Each foregoing purchase by each insider constitutes a related party transaction under Multilateral Instrument 61-101 --
Protection of Minority Security Holders in Special Transactions. Each related party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101, pursuant to Subsection 5.5(a) of MI 61-101. Each related party transaction is also exempt from the minority approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101. A material change report was not filed more than 21 days prior to closing as contemplated by the related party transaction requirements under MI 61-101, as the insider participation was only recently confirmed, which is reasonable given the exemptions being relied upon.
About Uniserve
Communications Corp.
Uniserve delivers secure, reliable and customized IT solutions that power your business forward. With offices in Vancouver, Calgary and Waterloo, Uniserve provides a full suite of services across three core verticals: data centre solutions, managed IT services and business Internet. The company's data centre infrastructure ensures maximum uptime, security and scalability -- so when your IT runs right, your people and your business thrive.
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