Mr. Gautam Lohia reports

UNISERVE ANNOUNCES PARTIAL CONVERSION OF DEBENTURE AND CLARIFICATION ON GRANT OF OPTIONS

In connection with Uniserve Communications Corp.'s Cyclone Systems Inc. transaction that closed Feb. 5, 2025, 50,000 common shares have been issued at 45 cents per share in settlement of $22,500 of the remaining $447,500 convertible debenture that was issued under the Cyclone transaction. The balance of the debenture, namely $425,000, remains outstanding.

The $1-million debenture was originally issued to Cyclone in February, 2025. Three hundred fifty thousand dollars 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 in April, 2026, leaving a balance of $447,500. On June 2, 2026, $22,500 of the debenture was assigned and converted into common shares in June, 2026, leaving a balance of $425,000.

In addition, the company wishes to clarify the number of stock options granted pursuant to its April 27, 2026, press release and confirms that the company granted as of April 27, 2026, an aggregate 665,000 stock options to certain directors and employees of the company in accordance with the company's rolling stock option plan, not 750,000 stock options to directors only as previously announced. The terms of the grant remain unchanged in that each option is exercisable into one common share in the capital of the company at a price of 70 cents per share, exercisable for a two-year term expiring April 27, 2028, vests immediately, and is subject to a four-month hold period to Aug. 28, 2026.

Certain directors of the company received options pursuant to the April 27, 2026, grant, and such issuance of options is considered to be a related-party transaction as defined under Multilateral Instrument 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 per cent 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.

About Uniserve Communications Corp.

Uniserve is a digital infrastructure platform that owns and operates the backbone enabling data, applications, artificial intelligence and digital services to function reliably, securely and at scale. The company provides connectivity, cloud, managed information technology services and data centre solutions to businesses across Canada.

We seek Safe Harbor.