Vancouver, British Columbia--(Newsfile Corp. - April 27, 2026) -  Uniserve Communications Corporation (TSXV: USS) (the "Company" or "Uniserve"), a Digital Infrastructure Platform enabling mission-critical connectivity, cloud, managed IT, and AI agent driven services for Canadian businesses, wishes to announce that in connection with the Cyclone Systems Inc. ("Cyclone") transaction that closed February 5, 2025, 450,000 common shares have been issued at $0.45 per share in settlement of $202,500 of the remaining $650,000 convertible debenture that was issued under the Cyclone transaction (the "Debenture"). The balance of the Debenture, namely $447,500, remains outstanding.

The Company is pleased to announce the appointment of Brad Scharfe as its Lead Director effective immediately. Brad joined the Company's Board on December 14, 2023, and is currently a member of the Company's Corporate Governance and Compensation Committee, as well as its Audit and Risk Committee. As Lead Director, Brad will enhance the independence and effectiveness of the Board and foster professional, constructive and effective relationships between the Board and the Company's senior management.

In addition, the Company wishes to further announce that it has granted, effective today, an aggregate of 750,000 stock options (each an "Option") to certain Directors of the Company in accordance with the Company's Rolling Stock Option Plan. Each Option is exercisable into one common share in the capital of the Company (each a "Share") at a price of $0.70 per Share, being the price of the Shares on the last closing price on the TSX Venture Exchange on April 24, 2026. The options granted are exercisable for a two year term expiring April 27, 2028, vest immediately, and are subject to a four month hold period to August 28, 2026.

The $1,000,000 Debenture was originally issued to Cyclone in February 2025. $350,000 of the Debenture was converted into Uniserve common shares in June 2025, in accordance with the terms and conditions of the Debenture, leaving a balance of $650,000. On April 16, 2026, an aggregate of $202,500 of the Debenture was assigned to three parties, which assigned $202,500 of the Debenture has been converted into common shares.

The assignment of $45,000 of the aggregate $202,500 assigned of the Debenture, was assigned to Kwin Grauer, a Director of the Company, and has been converted into common shares of the Company. The assignment to Mr. Grauer and the subsequent conversion is a "related party transaction" under MI 61-101. The related party transaction is 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. In considering and unanimously approving the related party transaction, there were no materially contrary views, abstentions (except for any abstentions required by corporate law) or material disagreements by any director of the Company. A material change report respecting the related party transaction was not filed at least 21 days before such transaction, which is reasonable given the exemptions from MI 61-101 described above.

About Uniserve

Uniserve Communications Corporation is a Digital Infrastructure Platform that owns and operates the backbone enabling data, applications, AI, and digital services to function reliably, securely, and at scale. The Company provides connectivity, cloud, managed IT services, and data centre solutions to businesses across Canada.

This news release was prepared on behalf of the Board of Directors, which accepts full responsibility for its contents.

Forward-Looking Information

This news release contains forward-looking statements within the meaning of applicable Canadian securities laws, including statements regarding the Company's strategic direction, growth plans, execution strategy, and potential valuation positioning. Forward-looking statements are based on management's current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, market conditions, execution risks, integration of acquisitions, regulatory factors, and general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update such statements except as required by law.

Learn more at www.uniserve.com or at www.sedarplus.ca.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294405