Uniserve Closes Acquisition of Business of Megawire Inc.

(TheNewswire)

Vancouver, BC: December 23, 2025 – TheNewswire -Uniserve Communications Corporation (the“Company” or “Uniserve”) (TSXV: USS), a provider of managedIT, ISP, cloud, and data centre services, is pleased to announce thatit has closed its transaction (the “Transaction”) to acquire allof the business, assets and undertaking of Megawire Inc.(“Megawire”).

Megawire is a full-service Managed IT servicesprovider. It services all of Ontario and the rest of Canada and the USvirtually. They provide IT infrastructure assessments, networksecurity audits, cloud computing solutions and data centre services,structured cabling and IT support and security for businesses of allsizes and industries.

The total purchase price paid by Uniserve under theTransaction was $6,500,000, as follows:

• Pursuant to an Asset Purchase Agreement (the“Megawire APA”) dated as of November 19, 2025 between Uniserve andMegawire, Uniserve issued an aggregate of 3,431,961common shares ofUniserve (each, a “Uniserve Share”) at a price of $0.5828 perUniserve Share (representing an aggregate purchase price of$2,000,000) to acquire all of Megawire’s assets. The Uniserve Shares are subject toa four month hold period expiring April 23, 2026, pursuant toapplicable securities laws and the policies of the TSX VentureExchange (the “TSXV”). 2,573,971 of the Uniserve Shares wereissued to Megawire directly, and the remaining 857,990 Uniserve Sharesare held in escrow and will be released in accordance with the termsof the Megawire APA upon completion of any gross margin purchase priceadjustments thereunder. Pursuant to the Megawire APA, six monthsfollowing closing the Transaction Uniserve will calculate thepost-closing gross margin benchmark.  If the post-closing marginbenchmark is less than the closing margin benchmark stipulated in theMegawire APA by more than 7%, then the purchase price payable underthe Megawire APA will be reduced by the amount that such differenceexceeds 7% (the “Margin Difference”) and the number of escrowedUniserve Shares equal to the Margin Difference will be cancelled. Anyremaining escrowed Uniserve Shares will be released from escrow toMegawire. Megawire and Uniserve do notanticipate any adjustments to the purchase price pursuant to themargin adjustment. The Megawire APA also includes a purchase priceadjustment clause pursuant to which any costs incurred by Megawireprior to closing but applicable to the Megawire business post-closingand any revenues applicable to the Megawire business post-closing butreceived by Megawire will be adjusted. The net amount of anypost-closing adjustments (which amount is not expected to bematerial), will be paid in cash by the relevant party.  

• Pursuant to a Share Purchase Agreement (the “BrimaxSPA”) dated as of November 19, 2025 among Uniserve, Brimax FinancialServices Inc. (“Brimax”), and the Brimax shareholders (BrianPatrick Maxwell and Gail Maureen Maxwell), Uniserve paid $2,400,000 incash to acquire all of the issued and outstanding Brimax shares.$2,150,000 of the cash payment was paid to the Brimax shareholders andwill be allocated equally between them, and the remaining $250,000 ofthe cash payment is held in escrow and will be released in accordancewith the terms of the Brimax SPA upon completion of any closingpurchase price adjustments thereunder. Under the Brimax SPA, Brimax isobligated to make the “Adjustment Amount” (the positive ornegative amount equal to Brimax’s current assets, less Brimax’scurrent liabilities and indebtedness) equal $0. If the AdjustmentAmount is a negative amount, then the purchase price under the BrimaxSPA will be reduced by such negative amount, and Uniserve will recoversuch negative amount from the funds held in escrow, with any remainingfunds to be released from escrow to the Brimax shareholders. If theAdjustment Amount is a positive amount then the purchase price underthe Brimax SPA will remain unchanged. Brimax and Uniserve do notanticipate any material Adjustment Amount to apply to reduce orincrease the purchase price.  

• Pursuant to a Share Purchase Agreement (the “WaterlooSPA”) dated as of November 19, 2025 among Uniserve, WaterlooWireless Inc. (“Waterloo”) and the Waterloo shareholder (StevenMaxwell, the “Noteholder”), Uniserve paid $2,100,000 through theissuance of a non-transferable convertible note (the “Note”, asfurther described below) in such amount to acquire all of the issuedand outstanding Waterloo shares. Under the Waterloo SPA, Waterloo isobligated to make the “Adjustment Amount” (the positive ornegative amount equal to Waterloo’s current assets, lessWaterloo’s current liabilities and indebtedness) equal $0. If theAdjustment Amount is a negative amount, then the purchase price underthe Waterloo SPA and the amount owing under theNote will be reduced by such negative amount. If the Adjustment Amountis a positive amount then the purchase price under the Waterloo SPAwill remain unchanged. Waterloo and Uniserve do not anticipate anymaterial Adjustment Amount to apply to reduce or increase the purchaseprice. 

The Note has a three year term expiring December 22,2028, bears annual interest at 7%, payable monthly. At any time duringthe term of the Note, the Noteholder may electto convert up to 50% of the Note value then outstanding into UniserveShares. In each of the 3years following closing of the Transaction, Uniserve may elect to payup to one-third of the original value of the Note, and upon Uniserveso electing the Noteholder may choose to instead convert the proposedprepayment amount into Uniserve Shares. On the first and secondanniversaries of closing of the Transaction, 10% of the thenoutstanding principal sum of the Note (less any amounts prepaid byUniserve for such year) will be payable by Uniserve in cash, providedthat the Noteholder may elect to instead receive an anniversarypayment in Uniserve Shares. The Note includes a 10% blocker clausewhich prohibits the conversion of any amount owing under the Note intoUniserve Shares if such conversion would result in the Noteholder orhis associates or affiliates holding 10% or greater than the number ofUniserve Shares at the time of conversion.

Any Uniserve Shares issued under the Note will beissued at the following price, depending on the year in which theUniserve Shares are issued:

• Year 1: Convertible at $0.75 per Uniserve Share 

• Year 2: Convertible at $1.00 perUniserve Share 

• Year 3: Convertible at $1.25 per Uniserve Share 

In connection with the Note, Waterloo has executed anddelivered a guarantee (the “Guarantee”) under which Waterloo hasguaranteed all of Uniserve’s obligations under the Note. Waterloohas also executed a general security agreement (the “GSA”) infavour of the Noteholder, pursuant to which, in connection with theGuarantee, the Note is secured by a first priority security interestin favour of the Noteholder against all present and after-acquiredproperty of Waterloo.

The Megawire assets being acquired under the MegawireAPA comprise substantially all of the business and undertaking ofMegawire, including without limitation all books and records,goodwill, intellectual property, approximately $100,000 in inventory,and Megawire’s real property lease in Waterloo, Ontario. TheMegawire APA explicitly excludes the following Megawire assets fromthe Transaction: Megawire as a corporate entity (and accordingly allliabilities of Megawire that would have been included by operation ofcorporate law under a share purchase); all Megawire cash and workingcapital; all Megawire indebtedness; Megawire’s contracts with itsemployees (and in addition Megawire is liable for all claims by itsemployees made by such employees for their employment pre-closing);all inventory not explicitly included; and allIPv4 internet protocol numbers of Megawire. Megawire’s obligations being assumed by Uniserve include vehicleleases associated with Megawire’s service vehicles and licenses forcellular towers being acquired. In addition, under the Megawire APAUniserve has agreed to offer employment to allMegawire employees on closing of the Transaction, on substantially thesame terms and conditions of employment, provided however thatUniserve is not obligated to offer participation in employee plansthat are substantially similar to the Megawire’s employee plans, andshall only be obligated to offer participation in Uniserve’semployee plans; in addition, for purposes of any later severance ofany former Megawire employee, Uniserve has agreed to recognize theseniority of Megawire employees who accept Uniserve’s offers ofemployment.

Pursuant to the terms of the Megawire APA, Emerald FlowConsulting Inc. (“Emerald Flow”, Steven Maxwell’s servicescompany) entered into a 12 month consulting agreement (the“Management Services Agreement”) with Uniserve to providemanagement services respecting Megawire’s business until December31, 2026. As consideration for the services to be provided under theManagement Services Agreement, Uniserve will pay Emerald Flow $18,750per month ($225,000 over the 12 month term of the agreement). Inaddition each of Megawire and Steven Maxwell entered intonon-competition agreements applying across Canada for 24 months.Pursuant to the Megawire APA, Uniserve has also entered into a 10 yearlease with DKS Group Holdings Inc. (the “Landlord”, and anaffiliate of Mr. Maxwell) for approximately 9,450 square feet ofoffice space located in Waterloo, Ontario. Under the lease, Uniservewill pay rent of approximately $31,000 per month (approximately$356,500 per year).  

"The acquisition of this MSPwill further enhance the depth of services that Uniserve will deliverand strengthen our datacenter portfolio by allowing us to provideservice in eastern Canada. This acquisition will further support thegrowth of Uniserve’s recurring revenue based service offerings andconsolidate our ability to provide these services in Ontario.  AsCanadian businesses continue their digital transformations, we areworking to build on our ability to provide quality bandwidth andinfrastructure to meet growing customer needs in these areas. Weexpect this acquisition to bring strong top line sales and an expectedEBITDA to the organization which will provide a solid platform for usto scale up operations in Ontario," said Kwin Grauer, Uniserve’s acting Interim CEO.

In connection with the Transaction, Uniserve borrowed$2,500,000 (the “Loan”), evidenced by a promissory note (the“Promissory Note”) dated as of December 22, 2025, from 369Terminal Holdings Ltd. (the “Lender”), an insider of the Companyby virtue of holding over 10% of the issued and outstanding UniserveShares.  The Loan is repayable by Uniserve on demand and will bearinterest at 8% per annum commencing on the date of advance, withinterest payable monthly.  In connection with the Loan, the Companygranted the Lender 3,500,000 non-transferable share purchase warrants(each, a “Loan Warrant”), each exercisable for one Uniserve Shareat an exercise price of $0.57 per share until December 22, 2026.$2,400,000 of the Loan was used to pay the purchase price under theBrimax SPA, and the remaining $100,000 will be used by Uniserve forworking capital including Transaction expenses. The Loan will berepaid from cash flows generated by Uniserve’s ongoing operations.The Loan Warrants and any Uniserve Shares issuedon exercise thereof are subject to a four month holdperiod expiring April 23, 2026, pursuant toapplicable securities laws and the policies of the TSXV.

Pursuant to Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions (“MI61-101”), the Loan is considered a “related party transaction”as 369 Terminal Holdings Ltd. is an insider of the Company.  The Loanis exempt from the formal valuation requirement and the minorityshareholder approval requirement under MI 61-101 as the aggregate fairmarket value of the Loan transaction does not exceed 25% ofUniserve’s market capitalization.

As previously announced by Uniserve, on November 26,2025, following execution of the Megawire APA, the Brimax SPA and theWaterloo SPA, and in anticipation of closing the Transaction, Mr.Steven Maxwell was appointed as a director of Uniserve. Other than theforegoing, Megawire, Brimax, Waterloo, Emerald Flow and theirrespective principals, directors and shareholders are arm’s lengthto the Company and to the Lender. No finder’s fees were paid by theCompany in connection with the Transaction, and the Transaction didnot result in a change of control of the Company.  

The Company also announces that it will not be issuing1,000,000 common share purchase warrants in connection with its leasein Vancouver, British Columbia (see the Company’s news releasesdated September 3, 2025 and September 15, 2025 for further informationrespecting the lease), and the Company has withdrawn its applicationto the TSX Venture Exchange seeking approval of the issuance of thesewarrants.

About Uniserve

Uniserve (TSX.V: USS) provides IT solutions, includingData Centre Solutions, Managed IT Services, and Business Internet,through its offices in Vancouver, Calgary, and Waterloo. The Companyfocuses on delivering secure, reliable, and scalable services tosupport client operations.

This news release was prepared on behalf of the Boardof Directors, which accepts full responsibility for itscontents.

Learn more at www.uniserve.com or at www.sedarplus.ca.

Kwin Grauer

Chairman of the Board

Interim CEO

For more information please call 604-395-3961 or emailcorporate.relations@uniserveteam.com.

Neither TSX Venture Exchange nor its RegulationsServices Provider (as the term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release. Management has prepared this release and noregulatory authority has approved or disapproved the informationcontained herein. The statements contained in this news release thatare not historical facts are forward looking statements. Suchstatements are based on management’s estimates, assumptions andprojections using available information. Uniserve cautions that actualfinancial results could differ materially from the currentexpectations due to a number of factors.

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