Vancouver, BC — December 23, 2025 — Leads & Copy — Uniserve Communications Corporation (TSXV: USS) has completed its acquisition of Megawire Inc., a full-service Managed IT services provider.
The total purchase price was $6.5 million. The acquisition, finalized on December 23, 2025, includes all of Megawire’s business, assets, and undertakings. Megawire services all of Ontario, the rest of Canada and the US 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.
Uniserve issued 3,431,961 common shares at $0.5828 per share, totaling $2,000,000, to acquire Megawire’s assets, according to an Asset Purchase Agreement (Megawire APA) dated November 19, 2025. These shares are subject to a four-month hold period expiring on April 23, 2026.
Of the issued shares, 2,573,971 were issued directly to Megawire, with the remaining 857,990 held in escrow for potential gross margin adjustments. A post-closing gross margin benchmark will be calculated six months post-transaction. If the post-closing margin is more than 7% below the closing margin benchmark, the purchase price will be reduced by the excess amount, and corresponding escrowed shares will be canceled. Any remaining escrowed shares will be released to Megawire. Both parties do not anticipate any adjustments to the purchase price related to the margin adjustment.
The Megawire APA also includes a clause for adjusting costs incurred by Megawire before closing but applicable post-closing, and revenues received by Megawire post-closing but applicable to the business. Any net post-closing adjustments, which are not expected to be material, will be paid in cash by the relevant party.
Additionally, Uniserve paid $2,400,000 in cash to acquire all issued and outstanding shares of Brimax Financial Services Inc. (Brimax) per a Share Purchase Agreement (Brimax SPA) also dated November 19, 2025. $2,150,000 of the cash payment was paid to the Brimax shareholders and will be allocated equally between them, and the remaining $250,000 of the cash payment is held in escrow and will be released in accordance with the terms of the Brimax SPA upon completion of any closing purchase price adjustments thereunder.
Under the Brimax SPA, Brimax is obligated to make the “Adjustment Amount” (the positive or negative amount equal to Brimax’s current assets, less Brimax’s current liabilities and indebtedness) equal $0. If the Adjustment Amount is a negative amount, then the purchase price under the Brimax SPA will be reduced by such negative amount, and Uniserve will recover such negative amount from the funds held in escrow, with any remaining funds to be released from escrow to the Brimax shareholders. If the Adjustment Amount is a positive amount then the purchase price under the Brimax SPA will remain unchanged. Brimax and Uniserve do not anticipate any material Adjustment Amount to apply to reduce or increase the purchase price.
Furthermore, Uniserve acquired all shares of Waterloo Wireless Inc. (Waterloo) for $2,100,000 through a non-transferable convertible note, according to a Share Purchase Agreement (Waterloo SPA) dated November 19, 2025. Under the Waterloo SPA, Waterloo is obligated to make the “Adjustment Amount” (the positive or negative amount equal to Waterloo’s current assets, less Waterloo’s current liabilities and indebtedness) equal $0. If the Adjustment Amount is a negative amount, then the purchase price under the Waterloo SPA and the amount owing under the Note will be reduced by such negative amount. If the Adjustment Amount is a positive amount then the purchase price under the Waterloo SPA will remain unchanged. Waterloo and Uniserve do not anticipate any material Adjustment Amount to apply to reduce or increase the purchase price.
The note has a three-year term expiring December 22, 2028, and bears annual interest at 7%, payable monthly. The Noteholder may elect to convert up to 50% of the outstanding Note value into Uniserve Shares at any time during the term of the Note. In each of the 3 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 of the Transaction, 10% 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. The Note includes a 10% blocker clause which prohibits the conversion of any amount owing under the Note into Uniserve Shares if such conversion would result in the Noteholder or his associates or affiliates holding 10% or greater than the number of Uniserve Shares at the time of conversion.
Uniserve Shares issued under the Note will be priced at $0.75 per share in Year 1, $1.00 per share in Year 2, and $1.25 per share in Year 3.
Waterloo has guaranteed Uniserve’s obligations under the Note and has provided a general security agreement securing the Noteholder’s first priority security interest against all present and after-acquired property of Waterloo.
The Megawire assets include books, records, goodwill, intellectual property, approximately $100,000 in inventory, and Megawire’s real property lease in Waterloo, Ontario. Excluded assets are Megawire as a corporate entity, cash, working capital, indebtedness, employee contracts, certain inventory, and IPv4 internet protocol numbers. Uniserve is assuming vehicle leases and cellular tower licenses.
Uniserve has offered employment to all Megawire employees on substantially the same terms, recognizing their seniority. Emerald Flow Consulting Inc. will provide management services for Megawire’s business until December 31, 2026, under a 12-month consulting agreement, for $18,750 per month. Megawire and Steven Maxwell have also entered into non-competition agreements applying across Canada for 24 months. Uniserve has entered into a 10 year lease with DKS Group Holdings Inc. for approximately 9,450 square feet of office space located in Waterloo, Ontario, Uniserve will pay rent of approximately $31,000 per month (approximately $356,500 per year).
Uniserve borrowed $2,500,000 from 369 Terminal Holdings Ltd., an insider of the Company, evidenced by a promissory note dated December 22, 2025. The loan bears interest at 8% per annum, payable monthly, and is repayable on demand. Uniserve granted the Lender 3,500,000 non-transferable share purchase warrants exercisable at $0.57 per share until December 22, 2026. The Loan Warrants and any Uniserve Shares issued on exercise thereof are subject to a four month hold period expiring April 23, 2026, pursuant to applicable securities laws and the policies of the TSXV. $2,400,000 of the Loan was used to pay the purchase price under the Brimax SPA, and the remaining $100,000 will be used by Uniserve for working capital including Transaction expenses. The Loan will be repaid from cash flows generated by Uniserve’s ongoing operations.
Steven Maxwell was appointed as a director of Uniserve on November 26, 2025. The company will not be issuing 1,000,000 common share purchase warrants in connection with its lease in Vancouver, British Columbia, and has withdrawn its application to the TSX Venture Exchange seeking approval of the issuance of these warrants.
According to Kwin Grauer, Uniserve’s acting Interim CEO, the acquisition will enhance the depth of services Uniserve delivers, strengthen its datacenter portfolio, support the growth of recurring revenue-based service offerings, and consolidate its ability to provide these services in Ontario.
Kwin Grauer, Chairman of the Board, Interim CEO.
For more information please call 604-395-3961 or email corporate.relations@uniserveteam.com.
Source: Uniserve Communications Corporation
