Vancouver, British Columbia--(Newsfile Corp. - January 19, 2026) - MIIVO HOLDINGS CORP. (TSXV: MIVO) ("Miivo" or the "Company") is pleased to announce that it has entered into a definitive share exchange agreement dated January 17, 2026 (the "Agreement") to acquire (the "Transaction") all of the issued and outstanding shares of Tandem Partners ("Tandem"), a Dubai, UAE-based private company owned as to a one third percent interest each by Alexander Damouni, the CEO of Miivo, Rabih Brair, the CFO of Miivo (together, the "Principals") and one non-principal.

Alexander Damouni, the CEO of Miivo, commented: "Entering into this definitive agreement with Tandem is a key step in further aligning our operational and strategic capabilities. Tandem's advisory expertise, combined with Miivo's AI platform, positions us to enhance our offering to SMEs globally and accelerate our path forward. We expect to complete and integrate this acquisition swiftly and will continue to evaluate additional accretive opportunities in the near term. Miivo is entering an exciting phase of organic growth as we prepare to roll out our products in the North American market in Q1 2026."

Rabih Brair, CFO of Miivo, added: "This agreement represents the natural extension of a long-standing working relationship. By integrating Tandem's advisory model, we bring longstanding clients with revenue and cashflow to Miivo. We believe we can unlock meaningful value for Miivo's shareholders and drive continued innovation from existing and new clients."

Transaction Terms

Under the Agreement, Miivo has agreed to acquire all of the issued and outstanding shares of Tandem for total consideration of CAD $1,250,000, payable as follows (the "Consideration"):

• One-third (1/3) of the purchase price (approximately $417,000) payable in cash; and
• Two-thirds (2/3) payable in common shares of Miivo (each, a "Share") at a deemed price of $0.60 per Share, representing the market price at the time of execution of the Agreement.

Fifty percent (50%) of the total Consideration is to be paid on closing, with the balance being payable on the date that is six months thereafter. Accordingly, no Consideration will be paid, and no Shares will be issued, until closing of the Transaction, which remains subject to the conditions described below, including TSX Venture Exchange ("TSXV") acceptance.

All Shares to be issued as Consideration are subject to a statutory four-month hold period in accordance with applicable securities laws and policies of the TSXV. No finder's fees will be paid in connection with 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 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 entry into the Agreement 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 create operational synergies, streamline processes, and further position Miivo for growth.

Transaction Approvals and Timeline

The Transaction is considered a Reviewable Transaction under TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets ("Policy 5.3") because Non-Arm's Length Parties are involved. Completion depends on several standard conditions, such as TSXV's acceptance, submission of required documents according to Policy 5.3, including Tandem's audited financial statements, proof of value acceptable to the TSXV, all relevant final agreements, any additional documents requested by TSXV, fulfillment of agreement closing conditions, and final approval from TSXV. The transaction will close once TSXV gives conditional approval, all necessary materials are provided, and all closing conditions are met.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

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 intends to rely 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 Miivo's Shares are not listed on a specified market as defined in MI 61-101.

Shareholder approval is not intended to be required for the Transaction, as the number of issuable to Non-Arm's Length Parties (as such term is defined under TSXV policy) as a group does not exceed 10% of the outstanding securities of Miivo on a non-diluted basis, and the Transaction does not result in the creation of a new Control Person, in accordance with Policy 5.3.

About Miivo Holdings Corp.

Miivo Holdings Corp. (TSXV: MIVO) 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

Forward Looking Statements

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the acquisition of Tandem Partners, 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 receipt of approval and closing thereof of the Transaction, 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 the failure to receive TSXV approval of and close the Transaction, 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. The ongoing disputes in Ukraine and Palestine also continue to pose risks that are currently indescribable and immeasurable. 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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