BULLETIN V2025-4233
UNISERVE COMMUNICATIONS CORPORATION ("USS")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Shares for Bonuses
BULLETIN DATE: December 23, 2025
TSX Venture Tier 1 Company
Property-Asset or Share Purchase Agreement
The TSX Venture Exchange has accepted for filing documentation in connection with three definitive transaction agreements (the "Transaction Agreements") dated November 19, 2025, among the Company, three private Ontario-based entities (the "Target Companies"), and their respective shareholders. Under the Transaction Agreements, the Company acquired 100% of the issued and outstanding shares of two Target Companies and the business and assets of the third Target Company as a unified transaction.
5. Megawire Inc. ("Megawire") Acquisition:
The Company entered into an Asset Purchase Agreement to acquire all of the business, assets, and undertaking of Megawire. Consideration for this acquisition was the issuance of 3,431,961 common shares at a deemed price of $0.5828 per share, representing an aggregate value of $2,000,000.
2. Waterloo Wireless Inc. ("Waterloo") Acquisition:
The Company entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding shares of Waterloo from its shareholder. Consideration was the issuance of a $2,100,000 secured convertible promissory note (the "Note"). The Note has a three-year term, bears annual interest at 7% payable monthly, and is secured by a first priority security interest against all present and after-acquired property of Waterloo. The holder may convert up to 50% of the outstanding principal into common shares at tiered conversion prices: $0.75 in Year 1, $1.00 in Year 2, and $1.25 in Year 3.
3. Brimax Financial Services Inc. ("Brimax") Acquisition:
The Company entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding shares of Brimax from its shareholders. Total cash consideration was $2,400,000.
The acquisitions are arm's length in nature. No finders' fees were payable in connection with these transactions.
For further details, please refer to the Company's news releases dated November 20, 2025, and December 23, 2025.
Shares for Bonuses
Loan Value: $2,500,000
Bonus Securities: Shares Warrants
Recipients (Aggregate) 0 3,500,000
Commission Terms: Each non-transferable warrant is exercisable at $0.57 for a one-year period.
Disclosure: Refer to the company's news release(s) dated November 20, 2025 and December 23, 2025.
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