February 5, 2025 — Vancouver, BC: February 5, 2025 – Uniserve Communications Corporation (the “Company” or “Uniserve”) (TSXV: USS), a leading provider of IT solutions and services for both business and residential customers across Canada, is pleased to announce that it has closed its acquisition of the business and assets of Cyclone Systems Inc. (“Cyclone”).

Cyclone is a full service Managed IT Services Provider with clients across multiple provinces. Their client base and services match very well with Uniserve’s existing service offerings. It is expected that this transaction will add approximately $2,500,000 in top line revenues and $800,000 in earnings before amortization, interest and taxes to Uniserve’s business each year. This transaction represents a significant step forward in Uniserve’s growth strategy, enhancing its service offerings and expanding its market reach.

The transaction was completed pursuant to an Asset Purchase Agreement (the “APA”) between Uniserve and Cyclone dated as of January 24, 2025. The purchase price was $2,350,000, with $1,350,000 paid in cash on closing, and with the remaining $1,000,000 being paid through the issuance of a convertible note (the “Note”) with a three year term, bearing annual interest at 6%, payable monthly. The Note is secured against all of the Cyclone assets that were acquired by Uniserve under the transaction.

In each of the 3 years following closing of the transaction, Uniserve may elect to pay up to 50% of the then outstanding principal sum under the Note, and upon Uniserve so electing Cyclone may choose to instead convert 50% of the proposed prepayment amount into common shares of the Company (each, a “Share”). On the first and second anniversaries of closing, 10% of the then outstanding principal sum (less any amounts prepaid by Uniserve for such year) will be payable

by Uniserve in cash, provided that Cyclone may elect to instead receive an anniversary payment in Shares. Any Shares issued under the Note will be issued at the following price, depending on the year in which the Shares are
issued:

• Year 1: Convertible at $0.35 per Share
• Year 2: Convertible at $0.45 per Share
• Year 3: Convertible at $0.55 per Share

At any time after six months from closing, Cyclone may elect to convert all or any portion of the outstanding principal sum value into Shares. In addition, the Note will contain an acceleration clause wherein, at any time during the term of the Note, the 10-day volume-weighted average price of the Company’s Shares on the TSX Venture Exchange (the “Exchange”) is equal to or greater than 150% of the applicable conversion price as noted above, the Company may elect to either convert up to 50% of the Note value then outstanding into Shares at the then applicable conversion price or pay Cyclone in cash up to 50% of the Note value then outstanding. The cumulative maximum amount of the Note value that may be converted into Shares is $1,000,000.

In conjunction with closing, Uniserve and Cyclone entered into a consulting agreement under which Cyclone will assist the Company with the transition of the conduct of Cyclone’s business from Cyclone to the Company. Uniserve will pay Cyclone $16,667 (plus taxes) in arrears each month during the term of the consulting agreement (with any partial month being paid on a pro rata basis). The consulting agreement has a term of six months, provided that the Company has the right to terminate the agreement earlier by providing at least 30 days’ notice of termination to Cyclone. In addition, each of Cyclone, Cyclone’s principal and the principal’s spouse entered into non-competition agreements applying across Canada for 30 months.

To partially fund the purchase price payable under the transaction, the Company borrowed $1,000,000 (the “Loan”), evidenced by a promissory note (the “Promissory Note”), from an affiliate (the “Lender”) of Mr. Michael Scholz, an insider of the Company by virtue of holding over 10% of the issued and outstanding Shares. The Loan is repayable by Uniserve on demand and will bear interest at 8% per annum commencing on the date of advance, with interest payable monthly. In connection with the Loan, the Company issued 1,000,000 non-transferable common share purchase warrants (each, a “Loan Warrant”) to the Lender, each Loan Warrant exercisable for one Share at an exercise price of $0.30 until February 5, 2026. Pursuant to applicable law and the polices of the The Loan Warrants and any Shares issued on exercise thereof are subject to a four month hold period that will expire June 6, 2025. The Loan will be repaid from cash flows generated by Uniserve’s ongoing operations.

None of the Company, Mr. Scholz or the Lender is a Non-Arm’s Length Party (as defined in Exchange policies) of Cyclone, its Affiliates (as defined in Exchange policies) or its Associates (as defined in Exchange policies). No finder’s fees were paid by the Company in connection with the transaction, and the transaction did not result in a change of control of the Company.

As Mr. Scholz is an insider of the Company, the Loan is a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Loan 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 Loan transaction does not exceed 25% of Uniserve’s market capitalization. A material change report respecting the transaction was not filed at least 21 days before the closing date, which is reasonable given the exemptions from MI 61-101 described above.

About Uniserve

Uniserve is a premier provider of smart technology solutions and reliable IT services for home and business customers. With offices in Vancouver, Calgary, and Waterloo, Uniserve offers a wide range of services across three key verticals: Residential, Small Business, and Enterprise.

For residential customers, Uniserve provides telecommunications and high-speed internet services. Small business customers benefit from tailored technology bundles designed for startups, professionals, creative industries, and retail outlets. For larger enterprise clients, Uniserve offers comprehensive, cutting-edge managed IT services focused on security, disaster recovery, business continuity, cloud hosting, and 24/7 Canadian-based technical support. The Company operates its own T2 data center in Vancouver, B.C., with additional disaster recovery and failover capabilities in Calgary.

This news release was prepared on behalf of the Board of Directors, which accepts full responsibility for its contents.

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 the TSX Venture Exchange nor its Regulations Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Management has prepared this release and no regulatory authority has approved or disapproved the information contained herein. The statements contained in this news release that are not historical facts are forward looking statements. Such statements are based on management’s estimates, assumptions and projections using available information. Uniserve cautions that actual financial results could differ materially from the current expectations due to a number of factors.