Mr. Alexander Damouni reports

MIIVO CLOSES ACQUISITION OF TANDEM PARTNERS

Further to its news releases of March 18, 2026, and Jan. 19, 2026, Miivo Holdings Corp. has completed the closing of its previously announced transaction with Tandem Partners, a private company (based in Dubai, United Arab Emirates) owned by each of Alexander Damouni, the chief executive officer of Miivo, Rabih Brair, the chief financial officer of Miivo (together, the principals) and one non-principal (collectively, the Tandem shareholders), pursuant to which the company acquired all of the issued and outstanding common shares of Tandem from the Tandem shareholders.

"Tandem has been embedded in our operations from the outset, and this transaction formalizes a relationship that has already proven important to Miivo's development," said Mr. Damouni, chief executive officer of Miivo. "Bringing the Tandem team fully in-house strengthens our operational capabilities, expands our geographic footprint, and provides access to established distribution channels, strategic partnerships and long-standing client relationships that support the continued growth of our AI-powered [artificial intelligence] business solutions."

Mr. Brair, chief financial officer of Miivo, added: "This transaction is a natural consolidation of financial, operational and strategic leadership. We expect meaningful efficiencies and enhanced alignment as we continue to build a scalable, AI-driven platform for SMEs [small and medium-sized enterprises]."

The company notes that the period between regulatory acceptance and formal closing was extended due to unforeseen delays arising from recent geopolitical developments that affected certain administrative, legal and cross-border processing activities. These delays were procedural in nature and did not impact the underlying terms of the transaction.

About Tandem Partners

Miivo has historically relied on Tandem through a long-standing contractual relationship under which Tandem provided CEO and CFO services to the company and played a pivotal role in the product development of its flagship AI CFO solution. Tandem is a specialist advisory and operational management firm with a proven record in strategic planning, financial restructuring and business transformation for high-growth and small and medium-sized enterprises (SMEs) clients across multiple regions.

The closing of the transaction is a natural evolution of this relationship and supports Miivo's broader strategy by consolidating operational leadership and enhancing internal capacity. As Miivo continues to scale its AI-driven products and services, integrating Tandem Partners is expected to enhance Miivo's market reach, improve execution capacity and support the continued growth of the company's AI-driven products and services.

Transaction terms

The transaction was conducted pursuant to the terms of a share exchange agreement dated Jan. 17, 2026, whereby the company acquired all of the outstanding Tandem shares from the Tandem shareholders for total consideration of $1.25-million, of which one-third is payable in cash and two-thirds is payable in common shares of the company.

At closing, the company paid $208,333.33 in cash and issued an aggregate of 694,444 common shares at a deemed price of 60 cents per common share to the Tandem shareholders. The remaining portion of the consideration, consisting of an additional $208,333.33 in cash and a further 694,444 common shares, is payable on the date that is six months following closing, in accordance with the terms of the agreement.

No change of control of the company occurred as a result of the transaction. Following closing, Tandem is a wholly owned subsidiary of the Company.

Related party transaction

Because the principals are directors and officers of Miivo, the transaction constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the consideration for the transaction does not exceed 25 per cent of Miivo's market capitalization, and the common shares are not listed on a specified market as defined in MI 61-101.

About Miivo Holdings Corp.

Miivo Holdings is transforming how SMEs access financial intelligence by leveraging artificial intelligence to deliver enterprise-grade business insights at SME scale. The company's AI-powered management platform empowers small and medium-sized businesses to optimize operations, improve financial performance and accelerate growth through data-driven decision making. Guided by a leadership team with extensive experience in technology and AI, Miivo is positioned at the forefront of the rapidly expanding AI SaaS (software-as-a-service) market for SME solutions.

We seek Safe Harbor.