Vancouver, BC: October 8, 2025  – TheNewswire - Uniserve Communications Corporation (“Uniserve” or the “Company”) (TSXV: USS), a provider of managed IT, cloud, and data centre services, has entered into a Memorandum of Understanding (MOU) with Railtown AI Technologies Inc. ("Railtown"), a developer of AI Agentic Frameworks and Observability tools. The partnership aims to develop and deliver scalable AI solutions tailored for small and medium-sized enterprises (SMEs). Partnership OverviewThe partnership co ...

Financial Performance - Revenues for fiscal 2025 were $6,972K, an increase from $6,439K in the prior fiscal year, representing a growth of approximately 8.3% [1][2] - The operating loss for fiscal 2025 was $1,681K, compared to an operating loss of $239K in the previous year, indicating a significant increase in losses [1][2] - The net loss for fiscal 2025 was $1,899K, up from a net loss of $191K in the prior fiscal year, reflecting a substantial deterioration in financial performance [1][2] Cost Structure - Cost of revenues increased to $3,864K in fiscal 2025 from $3,493K in fiscal 2024, marking a rise of approximately 10.6% [2] - Total expenses for fiscal 2025 were $4,789K, compared to $3,186K in fiscal 2024, indicating a year-over-year increase of about 50.3% [2] - Significant increases were noted in operations and service delivery expenses, which rose to $3,265K from $2,427K, and amortization of intangible assets, which increased to $79K from $26K [2] Company Overview - Uniserve Communications Corporation provides IT solutions and services to both business and residential customers in Canada [3] - The company operates in three core verticals: Data Centre Solutions, Managed IT Services, and Business Internet, with a focus on delivering secure and reliable IT solutions [3]

Core Viewpoint - Uniserve Communications Corporation has entered into a Letter of Intent to acquire an Ontario-based Managed Service Provider, enhancing its service offerings and expanding its operations in eastern Canada [1][2]. Group 1: Acquisition Details - The acquisition is expected to bring approximately CAD $5.5 million in top-line sales and an expected EBITDA of CAD $1.5 million, providing a solid platform for scaling operations in Ontario [2]. - The total purchase price for the transaction is expected to be CAD $6,500,000, with payments structured as follows: CAD $2,500,000 in cash, CAD $2,000,000 in common shares at no less than CAD $0.60 per share, and CAD $2,000,000 via a 50% convertible note [3]. - The convertible note will have varying conversion prices over three years, starting at CAD $0.75 per share in the first year [3]. Group 2: Transaction Conditions - The transaction is subject to the execution of a definitive agreement within 30 days, further due diligence, and approvals from the Company's Board of Directors and the TSX Venture Exchange [4]. - The Company will not assume any long-term debt of the MSP, and the MSP and its shareholders are arm's length to the Company [3]. Group 3: Company Overview - Uniserve provides IT solutions and technology services across Canada, focusing on Data Centre Solutions, Managed IT Services, and Business Internet [5]. - The Company aims to support Canadian businesses in their digital transformations by enhancing its bandwidth and infrastructure capabilities [2].

Group 1 - Uniserve Communications Corporation has signed a 16-month contract with a data centre consultant to explore the feasibility of building a 2MW data facility in Vancouver [1] - This initiative aims to enhance Uniserve's ability to service its existing customer base and tap into the growing AI market [1] - The contract reflects the company's commitment to investing in its platform and delivering critical infrastructure solutions for Canadian businesses [2] Group 2 - Uniserve provides a full suite of IT solutions across three core verticals: Data Centre Solutions, Managed IT Services, and Business Internet [2] - The company emphasizes secure, reliable, and customized IT solutions that ensure maximum uptime, security, and scalability for its clients [2]

Core Points - Uniserve Communications Corporation has successfully closed a non-brokered private placement, raising gross proceeds of $1,800,000 by issuing 6,000,000 units at a price of $0.30 per unit [1] - Each unit consists of one common share and one-half of a transferable share purchase warrant, with the whole warrant allowing the purchase of an additional common share at $0.40 for one year [1] - The securities issued will be subject to a hold period expiring on November 19, 2025, in accordance with applicable securities laws [2] Insider Participation - Notable insider purchases include Michael C. Scholz acquiring 1,500,000 units, Kwin Grauer purchasing 100,000 units, and other directors and the CFO also participating in the offering [3] - The insider transactions are classified as "related party transactions" under Multilateral Instrument 61-101, with exemptions from formal valuation and minority approval requirements [3] Company Overview - Uniserve provides IT solutions and services across Canada, focusing on Data Centre Solutions, Managed IT Services, and Business Internet [4] - The company operates offices in Vancouver, Calgary, and Waterloo, emphasizing secure, reliable, and customized IT solutions [4]