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Vancouver, BC: May 29, 2025 – TheNewswire - 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, wishes to announce that pursuant to the Cyclone Systems Inc. (“Cyclone”) transaction that closed February 5, 2025, as announced by news release of same date, the 1,000,000 Warrants granted under the transaction are to be exercised for consideration of $300,000 payable to Uniserve.
The Company further announces that Cyclone has given notice that it intends to convert $350,000 of its $1,000,000 convertible debenture at $0.35 per Share into 1,000,000 common shares of the Company. Pursuant to the terms of the transaction, conversion is anticipated to be formally completed on or about August 5, 2025. Uniserve will issue a subsequent news release upon completion of conversion by Cyclone.
The Company further wishes to announce that it has granted, effective today, an aggregate of 2,684,000 stock options (each an “Option) to certain directors, officers, employees, and consultants of the Company in accordance with the Company’s Stock Option Plan. Each Option is exercisable into one common share of the Company (each a “Share”) at a price of $0.35 per Share. All Options granted are exercisable for a two year term expiring May 29, 2027 and vest immediately. The Options granted to insiders and consultants are subject to a four month TSX Venture Exchange hold period expiring September 30, 2025.
Certain directors and officers of the Company received Options, and such issuance of Options is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). This is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of such issuance of Options does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company’s directors unanimously approved the issuance of the Options. There were no prior valuations made in the past 24 months in respect of the Company that relates to the subject matter of or is otherwise relevant to such issuance of the Options. The Company did not file a material change report respecting such issuance of the Options at least 21 days before such issuance, which is reasonable given the MI 61-101 exemptions noted above.
As disclosed in the Company’s January 27 and February 5, 2025 news releases, the Cyclone transaction was a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”), and accordingly the exercise of the Warrants and the partial conversion of the debenture are related party transactions. The Cyclone transaction was exempt from the formal valuation requirement and the minority shareholder approval requirement under MI 61-101 because the aggregate fair market value of the transaction does not exceed 25% of Uniserve’s market capitalization. A material change report respecting the Cyclone transaction was filed by Uniserve on February 5, 2025.
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.sedarplus.ca.
Kwin Grauer
Chairman of the Board
Interim CEO
For more information please call 604-395-3961 or email corporate.relations@uniserveteam.com.
Neither 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.
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