Original News Release
SEDAR Interim Financial Statements
MIIVO HOLDINGS CORP. Condensed Interim Financial Statements For the nine months ended February 28, 2026 Unaudited – prepared by Management (Expressed in Canadian Dollars) NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENTS The condensed interim financial statements are the responsibility of the Board of Directors and management. These condensed interim financial statements have been prepared by management in accordance with IFRS Accounting Standards. Management maintains the necessary systems of internal controls, policies and procedures to provide assurance that assets are safeguarded and that the financial records are reliable and form a proper basis for the preparation of financial statements. The Board of Directors ensures that management fulfils its responsibilities for financial reporting and internal control through an Audit Committee. This committee, which reports to the Board of Directors, meets with the independent auditors and reviews the financial statements. The condensed interim financial statements for the nine months ended February 28, 2026 are unaudited and prepared by Management. The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. Miivo Holdings Corp. Condensed Interim Statements of Financial Position Unaudited – Prepared by Management (Expressed in Canadian Dollars) As at February 28, 2026 and May 31, 2025 The accompanying notes are an integral part of these condensed interim financial statements. 2 February 28, May 31, 2026 2025 Note $ $ Assets Current assets Cash 4,998,156 683,773 Receivables 13,010 245 Marketable securities 3 - 1,425 Prepaid expenses 48,749 5,729 5,059,915 691,172 Non-current assets Intangible asset 4 457,697 - Long-term investment 5 1 1 Total assets 5,517,613 691,173 Liabilities and shareholders' equity Current liabilities Accounts payable and accrued liabilities 63,005 64,730 Loan payable 6 - 5,852 Total liabilities 63,005 70,582 Shareholders' equity Share capital 7 7,475,308 1,964,647 Reserves 7 411,912 59,578 Deficit (2,432,612) (1,403,634) Total shareholders' equity 5,454,608 620,591 Total liabilities and shareholders' equity 5,517,613 691,173 Nature of operations and going concern 1 Event after the reporting period 13 Approved on behalf of the Board of Directors on April 23, 2026: “Alexander Damouni” Director “Sohrab Jahanbani” Director Miivo Holdings Corp. Condensed Interim Statements of Changes in Shareholders’ Equity (Deficiency) Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 The accompanying notes are an integral part of these condensed interim financial statements. 3 Total Number Share shareholders' of shares capital Reserves Deficit equity (deficiency) # $ $ $ $ May 31, 2024 16,405,002 562,000 - (679,123) (117,123) Private placement units issued 5,930,000 1,186,000 - - 1,186,000 Share issue costs - (113,353) 41,883 - (71,470) Shares issued for debt settlement 2,640,000 330,000 - - 330,000 Share-based payments - - 17,695 - 17,695 Loss and comprehensive loss for the period - - - (512,398) (512,398) February 28, 2025 24,975,002 1,964,647 59,578 (1,191,521) 832,704 May 31, 2025 24,975,002 1,964,647 59,578 (1,403,634) 620,591 Private placement units issued 8,800,000 4,40
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0,000 - - 4,400,000 Share issue costs - (317,352) 89,500 - (227,852) Re-allocated on exercise of stock options 1,640,500 99,720 (17,695) - 82,025 Re-allocated on exercise of warrants 3,237,288 1,328,293 (33,378) - 1,294,915 Re-allocated on expiry of warrants - - (8,505) 8,505 - Share-based payments - - 322,412 - 322,412 Loss and comprehensive loss for the period - - - (1,037,483) (1,037,483) February 28, 2026 38,652,790 7,475,308 411,912 (2,432,612) 5,454,608 Miivo Holdings Corp. Condensed Interim Statements of Loss and Comprehensive Loss Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three and nine months ended February 28, 2026 and February 28, 2025 The accompanying notes are an integral part of these condensed interim financial statements. 4 February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 $ $ $ $ Revenue 1 27,215 - 83,030 - Expenses Advertising and promotion 48,239 6,602 83,394 6,602 Consulting fees 8 192,279 66,195 388,358 69,765 Filing fees 24,881 9,983 51,266 42,154 General and administration 31,245 12,962 62,335 13,313 Management fees 8 45,000 56,250 117,335 68,750 Professional fees 20,250 18,969 60,077 75,447 Share-based payments 7,8 138,865 - 322,412 17,695 Travel, meals and entertainment 35,564 15,590 44,911 18,685 Loss from operating expenses (509,108) (186,551) (1,047,058) (312,411) Foreign exchange loss (245) - (1,521) - Interest income 4,020 - 5,343 - Interest recovery (expense) 6 - - 5,852 (164) Loss on debt settlement 7 - - - (198,000) Realized gain (loss) on sale of marketable securities 3 - - (99) 712 Unrealized loss on marketable securities 3 - (427) - (2,535) Loss and comprehensive loss for the period (505,333) (186,978) (1,037,483) (512,398) Loss per share Weighted average number of common shares outstanding - Basic # 32,720,206 24,975,002 28,867,568 21,412,218 - Diluted # 32,720,206 24,975,002 28,867,568 21,412,218 Basic loss per share $ (0.02) (0.01) (0.04) (0.02) Diluted loss per share $ (0.02) (0.01) (0.04) (0.02) Note Nine months ended Three months ended Miivo Holdings Corp. Condensed Interim Statements of Cash Flows Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 The accompanying notes are an integral part of these condensed interim financial statements. 5 February 28, February 28, 2026 2025 Note $ $ Operating activities Loss for the period (1,037,483) (512,398) Adjustments for: Share-based payments 322,412 17,695 Interest income 5,343 - Interest (recovery) expense (5,852) 164 Loss on debt settlement - 198,000 Realized (gain) loss on sale of marketable securities 99 (712) Unrealized loss on marketable securities - 2,535 Change in non-cash working capital items 9 (62,853) (7,318) (778,334) (302,034) Financing activities Private placement units issued 7 4,400,000 1,186,000 Share issue costs 7 (227,852) (71,470) Proceeds from exercise of stock options 7 82,025 - Proceeds from exercise of warrants 7 1,294,915 - 5,549,088 1,114,530 Investing activities Proceeds from sale of marketable securities 3 1,326 8,319 Development costs related to intangible asset 4 (457,697) - (456,371) 8,319 Change in cash 4,314,383 820,815 Cash, beginning of period 683,773 24,902 Cash, end of period 4,998,156 845,717 Supplemental cash flow information 9 Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine
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months ended February 28, 2026 and February 28, 2025 6 1. Nature of operations and going concern Miivo Holdings Corp. (the “Company”) was incorporated on September 6, 1996 with the name of “Esstra Industries Inc.” under the laws of Alberta. Effective February 23, 2018 the Company continued from Alberta to British Columbia. The Company is a technology company which invests, builds and scales up its investments primarily through its newly adopted AI investment strategy. The Company’s registered office is Suite 2501-550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5. The Company’s shares are listed on the TSX Venture Exchange (the “Exchange”). On September 27, 2024, the Company changed its name to Miivo Holdings Corp. With the name change, the Company’s trading symbol was changed to “MIVO” from “ESS”. On September 27, 2024, the Company split its common share on a 1:2 basis. One additional common share was issued for every one common share currently outstanding, with each holder of one common share of the Company holding two common shares. These condensed interim financial statements (the “financial statements’”) reflect the share split retrospectively. These financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. As at February 28, 2026 the Company had working capital of $4,996,910 (May 31, 2025 - $620,591) which is calculated as current assets minus current liabilities. During the nine months ended February 28, 2026, the Company began to earn revenues from the sale of their Artificial Intelligence Chief Financial Officer and Management (“AI CFO & Management”) service platform which the Company has rolled out, commercially. The Company’s ability to continue on a going concern basis depends on its ability to successfully raise additional capital and generating cash inflows from the sale of their AI CFO & Management service platform. While the Company has been successful in the past in obtaining capital, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2. Material accounting policies (a) Basis of presentation These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company‘s audited annual financial statements for the year ended May 31, 2025, and do not include all the information required for full annual financial statements in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee ("IFRIC"). It is suggested that these financial statements be read in conjunction with the audited annual financial statements. These financial statements have been prepared on an historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have b
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een prepared using the accrual basis of accounting, except for cash flow information. All amounts on the financial statements are presented in Canadian dollars which is the functional currency of the Company. Although the Company transacts primarily in U.S. dollars for revenue and certain expenditures, management has determined that the Canadian dollar remains the functional currency, as the Company’s financing, share capital, and corporate activities are denominated in Canadian dollars. Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 7 2. Material accounting policies (continued) (b) Material accounting policies The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the Company’s most recent audited annual financial statements and are those the Company expects to adopt in its financial statements for the year ended May 31, 2026. Accordingly, these financial statements should be read in conjunction with the Company’s most recent audited annual financial statements. Certain disclosures have been expanded in the current period to reflect the Company’s increased development and operating activities; however, there have been no material changes to accounting policies, accounting estimates or seasonality factors that materially affect the results for the interim period. (c) New accounting policies Certain pronouncements have been issued by the IASB that were effective for the Company’s accounting period beginning on June 1, 2025. The adoption of these standards has not had a material impact on disclosures or amounts reported in these financial statements. (d) Recently issued but not yet effective accounting standards The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for future accounting periods. IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements. 3. Marketable Securities Marketable securities consisted of common shares as follows: $ May 31, 2024 12,090 Proceeds on disposition (8,319) Realized gain for the period 712 Unrealized loss for the period (2,535) February 28, 2025 1,948 May 31, 2025 1,425 Proceeds on disposition (1,326) Realized loss for the per
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iod (99) February 28, 2026 - Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 8 4. Intangible asset Although commercialized, the Company is developing its AI CFO & Management service platform on an ongoing basis. Development costs are capitalized when management determines that the technical feasibility of the platform, its intention and ability to complete and use or sell the asset, the availability of adequate technical and financial resources, and the ability to reliably measure expenditures have been demonstrated, in accordance with IAS 38, Intangible Assets. Costs incurred prior to meeting these criteria are expensed as incurred. Capitalized development costs during the period consisted of the following directly attributable expenditures: • Development consulting fees charged by Otherwise AI FZE, which include services provided by the Company’s Chief Technology Officer (Note 8). • A portion of compensation paid to the Company’s Chief Executive Officer (Note 8). • A portion of compensation paid to the Company’s Chief Financial Officer (Note 8). $ May 31, 2024 and May 31, 2025 - Additions 457,697 February 28, 2026 457,697 5. Long-term Investment In July 2020, the Company acquired a 5% ownership interest in ExSorbtion Inc. (“ExSorbtion”), a private Nevada company developing lithium extraction technology for $352,134 (US$263,160). On May 31, 2022, the Company reviewed its investment in ExSorbtion and the fair value was nominal. Accordingly, during the year ended May 31, 2022, the Company wrote down the investment to a nominal value of $1 and recorded a write-down of $352,133. 6. Loan payable During the year ended May 31, 2024, the Company entered into a loan agreement with an advisor (the “Lender”) wherein it borrowed $60,000 (the “Loan”). The Loan bore interest at 10% per annum and was due upon written demand from the Lender. During the year ended May 31, 2025, the Company issued 1,200,000 common shares to settle the $60,000 principal of the loan. During the nine months February 28, 2026, the Company recognized an interest recovery of $5,852 representing interest was no longer payable to the Lender. 7. Share capital The authorized share capital of the Company consists of unlimited common shares without par value. All shares issued are fully paid. Transactions for the issue of share capital during the nine months ended February 28, 2026: • On January 30, 2026, the Company completed a private placement consisting of the issue of 8,800,000 units at a price of $0.50 per unit for gross proceeds of $4,400,000. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant exercisable at a price of $0.75 until July 30, 2027. No value was allocated to the warrant component of the units sold. Finders’ fees totaling $227,852 were incurred in respect of the unit offering. The Company also issued a total of 403,200 finders’ warrants, exercisable into a common share of the Company at a price of $0.75 until July 30, 2027. The finders’ warrants were valued at $89,500 using the Black-Scholes options pricing model. • Upon the exercise of stock options, a total of 1,640,500 common shares were issued for proceeds of $82,025. Additionally, $17,695 representing the fair value initially recognized, was re-allocated from reserves to share capital. Miivo Ho
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ldings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 9 7. Share capital (continued) Transactions for the issue of share capital during the nine months ended February 28, 2026: (continued) • Upon the exercise of warrants during September and October 2025, the Company issued 3,237,288 common shares for proceeds of $1,294,915. Transactions for the issue of share capital during the nine months ended February 28, 2025: • The Company issued 2,640,000 common shares to settle debt of $132,000, resulting in a loss on settlement of debt $198,000. • On October 30, 2024, the Company completed a private placement consisting of the issue of 5,930,000 units at $0.20 per unit for gross proceeds of $1,186,000. Each unit is comprised of one common share and one-half one share purchase warrant, with each whole warrant exercisable at a price of $0.40 until October 30, 2025. No value was allocated to the warrant component of the units sold. Finders’ fees totaling $71,470 were incurred in respect of the unit offering. The Company also issued a total 357,350 finders’ warrants, exercisable into a common share of the Company at a price of $0.40 until October 30, 2025. The finders warrants were valued at $41,883 using the Black-Scholes options pricing model. Stock options The Company has adopted an incentive stock option plan under which stock options may be granted to directors, officers, employees, and consultants. The number of options granted may not exceed 10% of the Company’s issued and outstanding common shares at the time of grant. Options are granted at prices determined by the Board of Directors in accordance with TSX Venture Exchange policies and generally vest over time, unless otherwise determined by the Board. For participants other than consultants performing investor relations activities, options granted with exercise prices at or above the market price generally vest immediately, unless otherwise determined by the Board of Directors. Options granted with exercise prices below the market price generally vest in equal tranches over time. Options granted to consultants performing investor relations activities generally vest in equal quarterly tranches over a twelve-month period, in accordance with TSX Venture Exchange policies. A summary of the Company’s stock options as at February 28, 2026 and May 31, 2025, and changes during the period/year then ended are as follows: Options Weighted average exercise price Options Weighted average exercise price # $ # $ Options outstanding, beginning of period/year 1,640,500 0.05 - - Granted 1,215,000 0.40 1,640,500 0.05 Exercised (1,640,500) 0.05 - - Options outstanding, end of period/year 1,215,000 0.40 1,640,500 0.05 Period ended February 28, 2026 Year ended May 31, 2025 Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 10 7. Share capital (continued) Stock options (continued) As at February 28, 2026, the Company has stock options outstanding and exercisable as follows: Options Options Exercise Weighted average outstanding exercisable price remaining life Expiry date # # $ (years) 1,215,000 405,000 0.40 4.65 October 21, 2030 1,215,000 405,000 4.65 On October 21, 2025, the Company granted 1,215,000 options to Direc
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tor, Officers, and Consultants. One-third of the options vested immediately upon grant, with the remaining two-thirds vesting annually to October 21, 2027, which are exercisable at $0.40 until October 21, 2030. The Company has recorded the fair value of all options granted using the Black-Scholes option pricing model. Share-based payments expense was calculated using the following assumptions: expected life of options - five years, expected stock price volatility – 100.84%, no dividend yield, and a risk-free interest rate yield – 2.65%. Using the above assumptions, the fair value of options was $0.31 per option, for a total of $367,500. On June 12, 2024, the Company granted 1,640,500 options to Director and Officers. The options vested immediately upon grant and are exercisable at $0.05 until June 12, 2027. The Company has recorded the fair value of all options granted using the Black-Scholes option pricing model. Share-based payments expense was calculated using the following assumptions: expected life of options - three years, expected stock price volatility – 89.00%, no dividend yield, and a risk-free interest rate yield – 3.77%. Using the above assumptions, the fair value of options was $0.01 per option, for a total of $17,695. During the nine months ended February 28, 2026, 1,640,500 stock options were exercised. As a result, the fair value of $17,695 was reversed from reserves and credited to share capital. The total share-based payments expense attributable to stock options for the nine months ended February 28, 2026 was $166,412 (2024 - $17,695), which is presented as an operating expense, and includes only options that vested during the period. Restricted share units The Company has granted restricted share units (“RSUs”) to directors, officers, and consultants pursuant to its equity incentive plan. RSUs entitle the holder to receive common shares upon vesting and are measured at fair value on the grant date, with the expense recognized over the vesting period. A summary of the status of the Company’s restricted share units (“RSUs”) as at February 28, 2026 and May 31, 2025, and changes during the period/year then ended is as follows: Period ended Year ended February 28, 2026 May 31, 2025 RSUs RSUs # # RSUs outstanding, beginning of period/year - - Granted 1,095,000 - RSUs outstanding, end of period/year 1,095,000 - On October 21, 2025, the Company granted 1,095,000 RSUs to directors, officers, and consultants of the Company which vest one year from the date of grant. Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 11 7. Share capital (continued) Restricted share units (continued) The value of the RSUs granted during the nine months ended February 28, 2026, was based on the closing market price of the Company’s common shares on the trading day immediately preceding the grant date which was a fair value of $0.40 each for a total value of $438,000. The expense is recognized within share-based payment expense over the vesting periods. The total share-based payments expense attributable to RSUs for the nine months ended February 28, 2026 was $156,000 (2024 - $nil), which is presented as an operating expense, and includes only RSUs that vested during the period. Warrants As an incentive to complete private placements, the Company may issue units which consist of common shares an
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d common share purchase warrants. A summary of the status of the Company’s warrants as at February 28, 2026 and May 31, 2025, and changes during the period/year then ended is as follows: Weighted average Weighted average Warrants exercise price Warrants exercise price # $ # $ Warrants outstanding, beginning of period/year 3,322,350 0.40 - - Private placement warrants issued 4,400,000 0.75 2,965,000 0.40 Private placement warrants exercised (2,952,500) 0.40 - - Private placement warrants expired (12,500) 0.40 - - Finders' warrants issued 403,200 0.75 357,350 0.40 Finders' warrants exercised (284,788) 0.40 - - Finders' warrants expired (72,562) 0.40 - - Warrants outstanding, end of period/year 4,803,200 0.75 3,322,350 0.40 February 28, 2026 May 31, 2025 Period ended Year ended During the nine months ended February 28, 2026, the Company issued 4,400,000 warrants in connection with a unit offering completed. No value was attributed to these unit warrants. Concurrently, the Company issued 403,200 finders’ warrants with a fair value of $89,500, which was determined using the Black-Scholes option pricing model with the following assumptions: expected life of warrants – 1.5 years, expected stock price volatility – 91.25%, no dividend yield, and a risk-free interest rate yield – 2.49%. During the year ended May 31, 2025, the Company issued 2,965,000 warrants in connection with a unit offering completed. No value was attributed to these unit warrants. Concurrently, the Company issued 357,350 finders’ warrants with a fair value of $41,883, which was determined using the Black-Scholes option pricing model with the following assumptions: expected life of warrants - one year, expected stock price volatility – 142.00%, no dividend yield, and a risk-free interest rate yield – 3.25%. During the nine months ended February 28, 2026, a total of 72,562 finders’ warrants were exercised. As a result, the original fair value of $33,378 was reversed from reserves and credited to share capital. Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 12 8. Related party transactions The Company’s related parties include key management personnel and their management entities. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. There were no loans to key management personnel or their management entities during the nine months ended February 28, 2026 and February 28, 2025. During the nine months ended February 28, 2026, certain key management personnel transitioned from fee-based arrangements to employment agreements effective August 1, 2025. Accordingly, key management compensation during the period consisted of a combination of employment compensation, management fees, consulting fees, and share- based payments, as described below. During the nine months ended February 28, 2026, the Company recognized $95,184 in share-based payments expense associated with stock options (2024 - $17,695), and $81,918 in share-based payments expense associated with RSUs (2024 - $nil) granted to key management. During the nine months ended February 28, 2026, 695,000 stock options were granted to directors and officers having a fair value on grant
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of $210,216. One-third of the options vested immediately upon grant, with the remaining two-thirds vesting annually to October 21, 2027, which are exercisable at $0.40 until October 21, 2030 During the nine months ended February 28, 2026, 575,000 RSUs were granted to directors and officers having a fair value on grant of $230,000. During the nine months ended February 28, 2025, 1,640,500 stock options were granted to directors and officers having a fair value on grant of $17,695 which was recognized as share-based payment expense during the period then ended. The Company transacted with the following related parties: (a) Alexander Damouni is the Company’s Chief Executive Officer (“CEO”). During June and July 2025, Mr. Damouni provided services through Tandem Partners and charged management fees, a portion of which was capitalized to development costs in accordance with Note 4. Effective August 1, 2025, the Company entered into an employment agreement with Mr. Damouni. (b) Rabih Brair is the Company’s Chief Financial Officer (“CFO”). During June and July 2025, Mr. Brair provided services through Tandem Partners and charged management fees, a portion of which was capitalized to development costs in accordance with Note 4. Effective August 1, 2025, the Company entered into an employment agreement with Mr. Brair. (c) Pransanth Parameswaran is the Company’s Chief Technical Officer (“CTO”). Mr. Parameswaran controls Otherwise AI FZE, which is an entity that provides consulting services to the Company, which have been charged to development costs (Note 4). (d) Sohrab Jahanbani is a Company Director. Mr. Jahanbani charged consulting fees in exchange for advisory services during the nine months ended February 28, 2026. (e) Brady Rak is a Company Director. Mr. Rak controls Resolute Capital Corp., which charged consulting fees in exchange for advisory services during the nine months ended February 28, 2026. Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 13 8. Related party transactions (continued) The transactions and outstanding balances with key management personnel and their management entities were as follows: Transactions Transactions Balances Balances Nine months ended Nine months ended outstanding outstanding February 28, February 28, February 28, May 31, 2026 2025 2026 2025 $ $ $ $ (1) Alexander Damouni 117,335 25,000 - - (1) Rabih Brair 117,335 25,000 - - Otherwise AI FZE 96,250 18,750 - - Sohrab Jahanbani 20,000 - - - Resolute Capital Corp. 21,000 - - - 371,920 68,750 - - (1) includes $58,667 capitalized to development costs (Note 4) (2024 - $nil). 9. Supplemental cash flow information Changes in non-cash working capital during the nine months ended February 28, 2026 and February 28, 2025 were comprised of the following: February 28, February 28, 2026 2025 $ $ Receivables (18,107) - Prepaid expenses (43,020) (12,435) Accounts payable and accrued liabilities (1,726) 5,117 Net change (62,853) (7,318) Changes in non-cash operating activities during nine months ended February 28, 2026 and February 28, 2025 were comprised of the following: February 28, February 28, 2026 2025 $ $ Non-cash operating activities Shares issued for debt - 330,000 - 330,000 Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollar
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s) For the nine months ended February 28, 2026 and February 28, 2025 14 9. Supplemental cash flow information (continued) Changes in non-cash financing activities during nine months ended February 28, 2026 and February 28, 2025 were comprised of the following: February 28, February 28, 2026 2025 $ $ Re-allocated on excerise of stock options (17,695) - Re-allocated on excerise of finders' warrants (33,378) - Re-allocated on expiry of finders' warrants (8,505) - Reserves on finders' warrants issued 89,500 41,883 Share issue costs on finders' warrants issued (89,500) (41,883) (59,578) - There were no non-cash investing activities incurred during nine months ended February 28, 2026 and February 28, 2025. 10. Financial instruments and risk management Financial risk management Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3: Inputs that are not based on observable market data. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s financial instruments consist of cash, interest receivable, marketable securities, long-term investments, accounts payable and accrued liabilities, accounts payable due to related parties, and loan payable. The fair values of marketable securities are measured using level one of the fair value hierarchy. The fair value of cash, accounts payable and accrued liabilities, accounts payable due to related parties, and loan payable approximate their book values because of the short-term nature of these instruments. The Company’s investment in ExSorbtion (Note 5) does not have a quoted market price in an active market and has assessed the fair value to be nominal. The fair value is classified within level 3 of the fair value hierarchy. The process of estimating the fair value of ExSorbtion is based on inherent measurement uncertainties and is based on techniques and assumptions that emphasize both qualitative and quantitative information. There were no changes in the valuation techniques for the nine months ended February 28, 2026. Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 15 10. Financial instruments and risk management (continued) Financial instrument risk The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board approves and monitors the risk management processes. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its payment obligations. The Company has no material counterparties to its financial instruments. The Company manages credit risk for cash by ensuring it is placed with a major financial institution with strong investment grade ratings by a primary ratings agency. The Company does not believe it has a material exposure to credit risk. Liquidity risk The Company seeks to ensure that there is sufficient capital in order to meet sho
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rt-term business requirements, after taking into account the Company’s holdings of cash, and current liabilities. The Company’s cash is invested in business accounts which are available on demand. The Company is exposed to liquidity risk. Interest rate risk The Company is not exposed to interest rate risk as it does not have any variable interest rate assets or liabilities. Foreign currency risk During the nine months ended February 28, 2026, revenue denominated in United States Dollar (“US”) totaled US$59,618 (2024 – US$nil). A 5% change in the USD/CAD rate would impact profit or loss by approximately US$3,000. Price risk The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant. 11. Management of capital The Company manages its common shares, stock options and share purchase warrants as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk. The Company is not subject to any externally imposed capital requirements. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares, issue debt or acquire and/or dispose of assets. In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. In order to maximize ongoing operations, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury invested in demand certificates of deposit with major financial institutions. There have been no changes to the Company’s approach to capital management during the nine months ended February 28, 2026. Miivo Holdings Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended February 28, 2026 and February 28, 2025 16 12. Segmented information The Company operates as a single reportable segment engaged in technology development and investment activities. The chief operating decision maker reviews operations on a consolidated basis. 13. Event after reporting period On March 18, 2026, the Company announced that the TSX Venture Exchange has issued its final acceptance of the acquisition of all of the issued and outstanding shares of Tandem Partners, 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 and one non-principal. The definitive share exchange agreement for the acquisition of all issued and outstanding shares of Tandem Partners had been entered into on January 18, 2026.
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