Uniserve Executes Agreements to Acquire Business of Megawire Inc.

Core Viewpoint - Uniserve Communications Corporation has entered into definitive agreements to acquire Megawire Inc., enhancing its managed IT services and expanding its market presence in Canada and the US [1][9]. Transaction Details - The total purchase price for the acquisition is $6,500,000, which includes $2,000,000 in Uniserve shares, $2,400,000 in cash for Brimax shares, and $2,100,000 under a convertible note for Waterloo shares [3][4]. - The convertible note will have a three-year term with an annual interest rate of 7%, secured against Waterloo's assets [4]. Share Issuance and Conversion - Uniserve shares issued under the note will have a conversion price of $0.75 in Year 1, $1.00 in Year 2, and $1.25 in Year 3 [5]. - The shares will be issued at a deemed value based on the lower of $0.60 or the volume-weighted average price (VWAP) for the 10 trading days prior to closing, with a minimum price of $0.47 [4]. Consulting and Non-Competition Agreements - A 12-month consulting agreement will be established with Emerald Flow Inc. for management services, and non-competition agreements will be in place for Megawire and its principal for 24 months [6]. Approval and Closing - The transaction is subject to approval from the TSX Venture Exchange, with intentions to close as soon as possible after receiving approval [8]. Strategic Impact - The acquisition is expected to enhance Uniserve's service offerings, particularly in eastern Canada, and support the growth of recurring revenue streams [9].