Miivo Enters into Definitive Agreement to Acquire Tandem Partners

Executive Summary

• Miivo Holdings Corp. entered into a definitive share‑exchange agreement to acquire all issued and outstanding shares of Tandem Partners, a Dubai‑based advisory firm.
• Total consideration is CAD $1,250,000, consisting of approximately $417,000 in cash and the remainder in Miivo common shares at a deemed price of $0.60 per share.
• The transaction is a related‑party “Reviewable Transaction” under TSXV Policy 5.3; closing is subject to TSX Venture Exchange approval and standard conditions, with half payable at closing and the balance six months thereafter.

Key Details

• Acquisition Target: Tandem Partners (Dubai, UAE) – owned 1/3 each by Miivo CEO Alexander Damouni, CFO Rabih Briar, and one non‑principal.
• Consideration: CAD $1,250,000 total
• Cash component: ~CAD $417,000 (one‑third).
• Share component: Two‑thirds payable in Miivo common shares at $0.60 per share.
• Payment Schedule: 50% of total consideration due on closing; remaining 50% due six months after closing.
• Share Issuance Restrictions: Shares issued as consideration are subject to a statutory four‑month hold period under TSXV securities laws.
• Regulatory Status: Classified as a “Reviewable Transaction” (TSXV Policy 5.3) because principals are non‑arm’s length parties; requires TSXV conditional approval and submission of audited financials, valuation proof, and other documents.
• Related Party Exemption: Transaction valued at <25% of Miivo’s market cap; exemptions from formal valuation and minority shareholder approval under MI 61‑101 sought. No shareholder vote required as issuable securities to non‑arm’s length parties will be ≤10% of outstanding shares on a non‑diluted basis.
• Strategic Rationale: Integration of Tandem’s advisory expertise and existing client base with Miivo’s AI platform to enhance SME offerings, accelerate product rollout in North America (Q1 2026), and create operational synergies.
• Closing Conditions: Subject to TSXV acceptance, delivery of required documentation, fulfillment of agreement conditions, and final TSXV approval. No finder's fees will be paid.

Notable Quotes

“Entering into this definitive agreement with Tandem is a key step in further aligning our operational and strategic capabilities… we expect to complete and integrate this acquisition swiftly.” – Alexander Damouni, CEO, Miivo Holdings Corp.

“By integrating Tandem's advisory model, we bring longstanding clients with revenue and cashflow to Miivo… we can unlock meaningful value for shareholders.” – Rabih Brair, CFO, Miivo Holdings Corp.