Mr. Gautam Lohia reports

UNISERVE ANNOUNCES PARTIAL CONVERSION OF DEBENTURE AND APPOINTMENT OF LEAD DIRECTOR

In connection with the Cyclone Systems Inc. transaction that closed Feb. 5, 2025, Uniserve Communications Corp. has issued 450,000 common shares at 45 cents per share in settlement of $202,500 of the remaining $650,000 convertible debenture that was issued under the Cyclone transaction. The balance of the debenture, namely $447,500, remains outstanding.

The company is pleased to announce the appointment of Brad Scharfe as its lead director, effective immediately. Mr. Scharfe joined the company's board on Dec. 14, 2023, and is currently a member of the company's corporate governance and compensation committee as well as its audit and risk committee. As lead director, Mr. Scharfe will enhance the independence and effectiveness of the board and foster professional, constructive and effective relationships between the board and the company's senior management.

In addition, the company wishes to further announce that it has granted, effective today, an aggregate of 750,000 stock options to certain directors of the company in accordance with the company's rolling stock option plan. Each option is exercisable into one common share in the capital of the company at a price of 70 cents per share, being the price of the shares on the last closing price on the TSX Venture Exchange on April 24, 2026. The options granted are exercisable for a two-year term expiring April 27, 2028, vest immediately and are subject to a four-month hold period to Aug. 28, 2026.

The $1-million debenture was originally issued to Cyclone in February, 2025. Of the debenture, $350,000 was converted into Uniserve common shares in June, 2025, in accordance with the terms and conditions of the debenture, leaving a balance of $650,000. On April 16, 2026, an aggregate of $202,500 of the debenture was assigned to three parties, which assigned $202,500 of the debenture has been converted into common shares.

The assignment of $45,000 of the aggregate $202,500 assigned of the debenture was assigned to Kwin Grauer, a director of the company, and has been converted into common shares of the company. The assignment to Mr. Grauer and the subsequent conversion are related party transactions under Multilateral Instrument 61-101. The related party transaction is exempt from the formal valuation requirement and the minority shareholder approval requirement under MI 61-101 because the aggregate fair market value of the transaction does not exceed 25 per cent of Uniserve's market capitalization. In considering and unanimously approving the related party transaction, there were no materially contrary views, abstentions (except for any abstentions required by corporate law) or material disagreements by any director of the company. A material change report respecting the related party transaction was not filed at least 21 days before such transaction, which is reasonable given the exemptions from MI 61-101 described above.

About Uniserve Communications Corp.

Uniserve is a digital infrastructure platform that owns and operates the backbone enabling data, applications, AI (artificial intelligence) and digital services to function reliably, securely and at scale. The company provides connectivity, cloud, managed IT (information technology) services and data centre solutions to businesses across Canada.

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