Mr. Alexander Damouni reports

MIIVO ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE TANDEM PARTNERS

Miivo Holdings Corp. has entered into a definitive share exchange agreement dated Jan. 17, 2026, to acquire all of the issued and outstanding shares of Tandem Partners, a Dubai, United Arab Emirates-based, private company owned as to a one-third percent interest each by Alexander Damouni, the chief executive officer of Miivo, Rabih Brair, the chief financial officer of Miivo 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 long-standing clients with revenue and cash flow 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 $1.25-million, payable as follows:

• One-third of the purchase price (approximately $417,000) payable in cash;
• Two-thirds payable in common shares of Miivo at a deemed price of 60 cents per share, representing the market price at the time of execution of the agreement.

Fifty per cent 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 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 TSX-V. No finders' 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 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 TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets because non-arm's-length parties are involved. Completion depends on several standard conditions, such as TSX-V's acceptance, submission of required documents according to Policy 5.3, including Tandem's audited financial statements, proof of value acceptable to the TSX-V, all relevant final agreements, any additional documents requested by TSX-V, fulfilment of agreement closing conditions and final approval from TSX-V. The transaction will close once TSX-V gives conditional approval, all necessary materials are provided and all closing conditions are met.

The TSX-V 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. 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 per cent 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 TSX-V policy) as a group does not exceed 10 per cent 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 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.