Miivo Closes Acquisition of Tandem Partners

Miivo Holdings Corp. (TSXV: MIVO,OTC:MIVOF) (OTCQB: MIVOF) (FSE: L7S) ("Miivo" or the "Company") is pleased to announce that, further to its News Releases of March 18, 2026 and January 19, 2026, it has completed the closing of its previously announced transaction with Tandem Partners ("Tandem"), a Dubai, UAE-based private company owned by each of Alexander Damouni, the CEO of Miivo, Rabih Brair, the CFO 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 (each, a "Tandem Share") of Tandem from the Tandem Shareholders (the "Transaction").

"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 Alexander 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 business solutions."

Rabih 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."

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

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 track 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 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 (the "Agreement") dated January 17, 2026, whereby the Company acquired all of the outstanding Tandem Shares from the Tandem Shareholders for total consideration (collectively, the "Consideration") of CAD$1,250,000 of which one-third (1/3) is payable in cash and two-thirds (2/3) is payable in common shares of the Company (each a "Common Share").

At closing, the Company paid $208,333.33 in cash and issued an aggregate of 694,444 Common Shares at a deemed price of $0.60 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 (6) 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 ("MI 61-101"). 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% 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 Corp. (TSXV: MIVO,OTC:MIVOF) (OTCQB: MIVOF) (FSE: L7S) 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 market for SME solutions.

On Behalf of the Board of Directors

(signed) "Alexander Damouni"
Alexander Damouni, Chief Executive Officer

Forward-Looking Statements

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the acquisition of Tandem, the integration of Tandem's business with Miivo, and the anticipated benefits and synergies of the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the ability of Miivo to leverage the combined capabilities of Miivo and Tandem to drive growth and innovation within the SME sector, the expectation that the Transaction will create operational synergies, increase shareholder value, and position Miivo as a leader in the AI SaaS market, and other statements regarding the Company's future business strategies, plans, and objectives. Such statements are subject to assumptions, risks, and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company, such as market fluctuations, regulatory changes, technological advancements by competitors, and unpredictable shifts in consumer demand, all of which may hinder the Company's ability to successfully integrate Tandem, realize anticipated synergies, or otherwise leverage its proprietary AI technologies effectively and establish itself as a leader in the AI SaaS market. Global geopolitical events may continue to impact the Company's operations, including through disruptions to international administrative and regulatory processes. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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