Uniserve Executes Agreements to Acquire Business of Megawire Inc.

Executive Summary

• Uniserve Communications Corp. entered definitive agreements to acquire all assets and business of Megawire Inc. for a total purchase price of $6.5 million.
• The consideration consists of $2 M in newly issued common shares, $2.4 M cash (Brimax SPA), and a $2.1 M convertible note (Waterloo SPA) with detailed conversion mechanics.
• Uniserve simultaneously secured a $2.5 M insider loan from 369 Terminal Holdings Ltd., issuing 3.5 M share purchase warrants at $0.57 per share to fund the acquisition.

Key Details

• Total Purchase Price: $6,500,000
• Asset Purchase Agreement (APA): $2,000,000 paid via issuance of Uniserve common shares. Each share deemed value = lower of $0.60 or VWAP of Uniserve shares for the 10 trading days prior to closing (minimum $0.47).
• Brimax Share Purchase Agreement: $2,400,000 cash to acquire all Brimax Financial Services Inc. shares.

• Waterloo Share Purchase Agreement: $2,100,000 funded through a convertible note (“Note”).

  • Note terms: 3‑year term, 7% annual interest payable monthly, secured against Waterloo assets.
  • Conversion rights: Up to 50 % of outstanding principal may be converted into Uniserve shares at year‑specific prices ($0.75 in Year 1, $1.00 in Year 2, $1.25 in Year 3).
  • Prepayment option: Uniserve may prepay up to one‑third of original note value each year; prepaid amount can be converted into shares at the same conversion price.
  • Anniversary cash payment: 10 % of outstanding principal payable in cash (or convertible into shares) on the first and second anniversaries.

• Consulting & Non‑Compete Agreements: Emerald Flow Inc. will provide 12‑month management consulting services; Megawire and Steve Maxwell will enter 24‑month non‑competition agreements across Canada.

• Related Party Loan Financing:

• Loan Amount: $2,500,000 from 369 Terminal Holdings Ltd. (insider holding >10 % of Uniserve).
• Interest Rate: 8% per annum, payable monthly, repayable on demand.

• Warrants Issued: 3,500,000 share purchase warrants at $0.57 exercise price, exercisable for one year; subject to a four‑month hold period post‑issuance.

• Use of Proceeds: Loan proceeds will be applied toward the acquisition purchase price; repayment expected from ongoing operating cash flows.

• Regulatory & Closing Conditions:

• Transaction pending TSX Venture Exchange approval.
• No change of control, no finder’s fees, and all parties are arm’s length.

• MI 61‑101 exemption applied as loan value <25 % of market capitalization; minority shareholder approval not required.

• Management Commentary: Kwin Grauer (Chairman & Interim CEO) stated the acquisition will expand Uniserve’s service depth in eastern Canada, boost recurring revenue, and add strong top‑line sales and EBITDA to support scaling operations in Ontario.

Notable Quotes

“The acquisition of this MSP will further enhance the depth of services that Uniserve will deliver and strengthen our datacenter portfolio by allowing us to provide service in eastern Canada… We expect this acquisition to bring in strong top line sales and an expected EBITDA to the organization which will provide a solid platform for us to scale up operations in Ontario,” – Kwin Grauer, Chairman of the Board & Acting Interim CEO.