Mr. Kwin Grauer reports

UNISERVE EXECUTES AGREEMENTS TO ACQUIRE BUSINESS OF MEGAWIRE INC.

Uniserve Communications Corp. has entered into definitive binding agreements to acquire all of the business, assets and undertaking of Megawire Inc.

Megawire is a full-service Managed IT services provider. It services all of Ontario and the rest of Canada and the United States 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 $6.5-million, as follows:

Pursuant to an asset purchase agreement (the APA) dated as of Nov. 19, 2025, between Uniserve and Megawire, Uniserve will issue $2-million in common shares of Uniserve to acquire all of Megawire's assets. Each Uniserve share will have a deemed value equal to the lower of (A) 60 cents or (B) the volume-weighted average price (the VWAP price) on the TSX Venture Exchange of Uniserve shares for the 10 trading days immediately prior to the closing date of the transaction, provided however that if the VWAP price is calculated to be less than 47 cents, then the VWAP price shall be deemed to be 47 cents.

Pursuant to a share purchase agreement (the Brimax SPA) dated as of Nov. 19, 2025, among Uniserve, Brimax Financial Services Inc. and the Brimax shareholders (Brian Patrick Maxwell and Gail Maureen Maxwell), Uniserve will pay $2.4-million in cash to acquire all of the issued and outstanding Brimax shares.

Pursuant to a share purchase agreement (the Waterloo SPA) dated as of Nov. 19, 2025, among Uniserve, Waterloo Wireless Inc. and the Waterloo shareholders (Steven Maxwell, the noteholder), Uniserve will pay $2.1-million under a convertible 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 per cent, payable monthly, and will be secured against all of the Waterloo assets.

At any time during the term of the note, the noteholder may elect to convert up to 50 per cent of the note value then outstanding into Uniserve shares. In each of the three 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 per cent 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 75 cents 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 finders' 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 TSX-V, and the parties intend to close the transaction as soon as practicable following receipt of TSX-V 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 data centre 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 chief executive officer.

In addition, the company wishes to announce that it will borrow $2.5-million (the loan), evidenced by a promissory note, from 369 Terminal Holdings Ltd. (the lender), an insider of the company by virtue of holding over 10 per cent of the issued and outstanding Uniserve shares. The loan will be repayable by Uniserve on demand and will bear interest at 8 per cent per annum commencing on the date of advance, with interest payable monthly. In connection with the loan, the company will grant the lender 3.5 million share purchase warrants, each exercisable for one Uniserve share at an exercise price of 57 cents per share for a one-year period from the date of issuance. The loan will be used toward the purchase price for the transaction and will be repaid from cash flows generated by Uniserve's continuing operations.

The closing of the loan is subject to execution and delivery of the promissory note and receipt of the approval of the TSX-V. 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, 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 per cent of Uniserve's market capitalization.

About Uniserve Communications Corp.

Uniserve 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.

We seek Safe Harbor.