Uniserve Expands Ontario Footprint with Strategic MSP Acquisition, Advancing National Digital Infrastructure Platform

Executive Summary

• Uniserve Communications Corp. has signed a non‑binding Letter of Intent to acquire the shares and/or assets of an Ontario‑based Managed Service Provider (MSP).
• The proposed transaction is expected to add approximately C$2.1 M of top‑line revenue and C$600 k of EBITDA, along with skilled talent, to Uniserve’s operations.
• Purchase price is anticipated at C$1.3 M, consisting of C$1.0 M cash and a C$300 k convertible note (7% interest, conversion price $0.80‑$1.00 per share).

Key Details

• Letter of Intent date: February 19, 2026.
• Target: Ontario‑based Managed Service Provider offering security, value‑added reseller, and traditional managed IT services.
• Expected financial contribution: ~C$2.1 M annual revenue; ~C$600 k EBITDA.
• Purchase price: C$1,300,000 total.
• Cash consideration: C$1,000,000 payable at closing.
• Convertible note: C$300,000 payable at closing, 3‑year term, 7% annual interest (monthly payments).
• Conversion terms: $0.80 per share in year 1, $0.90 in year 2, $1.00 thereafter until expiration.
• Debt: No assumption of MSP’s long‑term debt.
• Arm’s‑length parties: MSP and its shareholders are unrelated to Uniserve; no finder’s fees will be paid.
• Closing conditions: Execution of a definitive agreement within 30 days, satisfactory due diligence, Board approval, and TSX Venture Exchange consent.
• No change of control anticipated from the transaction.

Notable Quotes

“The acquisition of this MSP will further enhance the depth of services that Uniserve will deliver… We expect this acquisition to bring approximately $2.1M in top line sales, expected EBITDA of $600,000 and critically skilled talent to the organization.” – Kwin Grauer, Interim CEO & Chairman of the Board

Materiality Assessment: Material – Positive (the deal is likely to have a meaningful impact on Uniserve’s revenue base, earnings, and strategic positioning).