Uniserve Executes Agreements to Acquire Business of Megawire Inc.

(TheNewswire)

Vancouver, BC – TheNewswire - November 20, 2025  – Uniserve Communications Corporation (the “Company” or“Uniserve”) (TSXV: USS), a provider of managed IT, ISP, cloud, anddata centre services, is pleased to announce that it has entered intodefinitive binding agreements (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 to be paid by Uniserve underthe Transaction is $6,500,000, as follows:

• Pursuant to an Asset Purchase Agreement (the “APA”)dated as of November 19, 2025 between Uniserve and Megawire, Uniservewill issue $2,000,000 in common shares of Uniserve (each, a“Uniserve Share”) to acquire all of Megawire’s assets. EachUniserve Share will have a deemed value equal tothe lower of (A) $0.60 or (B) the volume-weighted average price (the VWAP Price”) on the TSXVenture Exchange (the “TSXV”) of UniserveShares for the 10 trading days immediately prior to theclo sing date of the Transaction, providedhowever that if the VWAP Price is calculated to be less than $0.47,then the VWAP Price shall be deemed to be $0.47.

• 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 will pay$2,400,000 in cash to acquire all of the issued and outstanding Brimaxshares.

• Pursuant to a Share Purchase Agreement (the “WaterlooSPA”) dated as of November 19, 2025 among Uniserve, WaterlooWireless Inc. (“Waterloo”), and the Waterloo shareholders (StevenMaxwell, the “Noteholder”), Uniserve will pay $2,100,000 under aconvertible note (the “Note”) - to acquire all of the issued andoutstanding Waterloo shares. The Note will have a three year term,will bear annual interest at 7%, payable monthly, and will be securedagainst all of the Waterloo assets.

At any time during the term of the Note, the Noteholderm ay elect to convert up to 50% of the Note valuethen outstanding into Uniserve Shares. I n each of the 3 years following closingof the Transaction, Uniserve may elect to pay up to one-third of theoriginal value of the Note, and upon Uniserve so electing theNoteholder may choose to instead convert the proposed prepaymentamount into Uniserve Shares. On the first and second anniversaries ofclosing, 10% of the then outstanding principal sum of the Note (lessany amounts prepaid by Uniserve for such year) will be payable byUniserve in cash, provided that the Noteholder may elect to insteadreceive an anniversary payment in Uniserve Shares.

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 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 monthconsulting agreement with Uniserve to provide management services tothe Company, and each of Megawire and Steve Maxwell will enter intonon-competition agreements applying across Canada for 24 months fromclosing.

Megawire, Brimax, Waterloo, Emerald Flow Inc. and theirrespective principals, directors and shareholders are arm’s lengthto the Company. No finder’s fees will be paid by the Company inconnection with the Transaction, and the Transaction will not result in a change of control of theCompany. The transaction is for all of these companies to ensure theCompany acquires all of the assets that make up the Megawire business.

The Transaction is subject to approval from the TSXV,and the parties intend to close the Transaction as soon as practicablefollowing receipt of TSXV approval. The Company will provide an updaterespecting the transaction in due course.

" 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 in strong top line sales and anexpected EBITDA to the organization which will provide a solidplatform for us to scale up operations in Ontario, " said Kwin Grauer, Uniserve’s Chairman of the Boardand acting Interim CEO.

In addition, the Company wishes to announce that itwill borrow $2,500,000 (the “Loan”), evidenced by a promissorynote (the “Promissory Note”), from 369 Terminal Holdings Ltd. (the“Lender”), an insider of the Company by virtue of holding over 10%of the issued and outstanding Uniserve Shares.  The Loan will berepayable by Uniserve on demand and will bear interest at 8% per annumcommencing on the date of advance, with interest payable monthly.  Inconnection with the Loan, the Company will grant the Lender 3,500,000share purchase warrants (each, a “Loan Warrant”), each exercisablefor one Uniserve Share at an exercise price of $0.57 per share for aone year period from the date of issuance. The Loan will be usedtowards the purchase price for the Transaction and will be repaid fromcash flows generated by Uniserve’s ongoing operations.

The closing of the Loan is subject to execution anddelivery of the Promissory Note and receipt of the approval of theTSXV. The Loan Warrants and any Uniserve Shares issued on exercisethereof will be subject to a four month hold period from the date ofissuance of such securities. There is no material fact or materialchange about the Company that has not been generally disclosed.

Pursuant to Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions (“MI61-101”), this transaction is considered a “related partytransaction” as 369 Terminal Holdings Ltd. is an insider of theCompany.  The Loan will be exempt from the formal valuationrequirement and the minority shareholder approval requirement under MI61-101 as the aggregate fair market value of the Loan transaction doesnot exceed 25% of Uniserve’s market capitalization.

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.sedar.com .

Kwin Grauer

Chairman of the Board

Interim CEO

For more information please call 604-395-3961 or email corporate.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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