Mr. Kwin Grauer reports

UNISERVE EXECUTES LOI TO EXPAND OPERATIONS IN ONTARIO

Uniserve Communications Corp. has entered into a letter of intent, dated as of Aug. 18, 2025, to acquire the shares and/or assets of an Ontario-based managed service provider (MSP) that is focused on providing a full stack of services to customers. The MSP offers secure data centre, Internet, structured cabling and value-added reseller services.

"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 approximately $5.5-million in top-line sales and an expected EBITDA of $1.5-million to the organization, which will provide a solid platform for us to scale up operations in Ontario," said Kwin Grauer, interim chief executive officer of Uniserve.

The transaction is subject to the parties entering into a definitive agreement. On closing, the purchase price of such transaction is expected to be $6.5-million, payable $2.5-million in cash, $2-million to be paid at closing by delivery of Uniserve Communications common shares issued at no less than 60 cents per share and $2-million to be paid by the delivery of a 50 per cent convertible note expiring three years from the date of closing. The note will be convertible into common shares of the company at 75 cents per share during year 1 and $1 per share during year 2, and $1.25 thereafter to the date of expiration. Interest will accrue on the balance owing under the note at 7 per cent per annum, calculated and to be paid to the noteholder by the company monthly. The company will not be assuming any long-term debt of the MSP. The MSP and its shareholders are arm's length to the company. No finders' fees will be paid in by the company in connection with the transaction and the transaction will not result in a change of control of the company.

This transaction is dependent on and anticipates the execution of a definitive agreement within 30 days, and is subject to further due diligence conducted by the company, final approval of the company's board of directors and the approval of the TSX Venture Exchange.

About Uniserve Communications Corp.

Uniserve delivers secure, reliable and customized IT (information technology) 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.

We seek Safe Harbor.