Kovo+ Holdings Inc. Secures Lead Order and Strategic Financing Commitments

Calgary, Alberta--(Newsfile Corp. - August 15, 2025) - Kovo+ Holdings Inc. (TSXV: KOVO) ("Kovo" or the "Company") has secured lead order and strategic financing commitments.

Kovo announces that, further to its news releases dated May 22, 2024, July 24, 2024, September 17, 2024, and December 19, 2024, Avonlea Ventures #2 Inc. ("AVI"), Kovo's largest shareholder and secured creditor, has (i) elected to convert up to $7,230,789 (USD $5,239,702) (the "Indebtedness") into common shares ("Common Shares") in the capital of the Company (the "Debt Conversion"); and (ii) committed a minimum amount of $9,182,697 (USD$6,654,128) as the lead order for the Company's previously announced non-brokered private placement of up to 827,820,000 units (each, a "Unit") for gross proceeds of up to approximately $41,400,000 (USD$30,000,000) (the "Offering"), both subject to necessary approvals, including approval of the TSX Venture Exchange ("TSXV").

Under the Debt Conversion, AVI has elected to convert the Indebtedness into Common Shares subject to and in accordance with the conditions of Kovo's 2^nd Amended & Restated Senior Loan and Security Agreement, as amended and extended (the "Senior Loan Agreement"), and applicable regulatory and other TSXV approvals, and is conditional upon the completion of the private placement. Pursuant to the terms of the Senior Loan Agreement, indebtedness of the Company may be converted into Common Shares at a fixed price of $0.05 per Common Share in respect of the outstanding principal amount and at the prevailing market price in respect of accrued but unpaid interest, in each case in accordance with TSXV policies. Assuming completion of the Debt Conversion in its entirety, a total of 144,615,772 Common Shares are expected to be issued at a deemed price of $0.05.

AVI has also committed to invest, subject to applicable regulatory and other TSXV requirements, an amount up to $9,182,697 (USD $6,654,128) in connection with the Offering, whereby Kovo will issue up to 183,653,943 Units to AVI (the "AVI Investment").

Justin Anderson, the CEO of Kovo, stated, "We are deeply grateful for Michael Steele's continued confidence and support during this pivotal time for our Company. His partnership in this strategic step strengthens our financial foundation and enables us to build on our continued momentum. With his backing, we are better positioned for sustained growth and long-term success."

AVI is an Ontario corporation controlled by Mr. Michael Steele, a current director and controlling indirect shareholder of the Company. Mr. Steele is also a director, officer and the sole indirect beneficial shareholder of AVI, which is also considered a "Non-Arm's Length Party" pursuant to the policies of the TSXV.

The issuance of the Units to any "related party" (as such term is defined under within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), including the AVI Investment and the matters relating thereto (the "Related Party Transactions") will be "related party transactions" within the meaning of MI 61-101 and requiring Kovo, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval of the related party transactions. Pursuant to Sections 5.5(a), 5.5(b), 5.5(g) and 5.7(1)(a) of MI 61-101, the Company intends to rely on exemptions from the formal valuation and minority shareholder requirements, respectively, as, in addition to no securities of the Company being listed or quoted on certain specified exchanges, neither: (i) the fair market value (as determined under MI 61-101) of the subject matter of; nor (ii) the fair market value of the consideration for, the transaction, insofar as it involves related parties, are expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).

The closing of the Offering, the AVI Investment and the Debt Conversion, respectively, remain subject to and contingent upon certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSXV and sufficient arm's-length investment under the Offering for the Company's ongoing compliance, post-AVI Investment and/or Debt Conversion, with the continuous listing requirements of the TSXV. All securities issued pursuant to the Offering (including the AVI Investment) and Debt Conversion will be subject to a four-month and one-day statutory hold period from the date of issue in accordance with applicable Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

About Kovo+ Holdings Inc.

Kovo is a versatile technology company leading the charge in AI initiatives to drive impact and innovation across diverse industries. Kovo remains committed to its core business-model of strategic growth opportunities within mid-market Medical Billing firms, where exploitive business optimization synergies exist. Moving forward, Kovo will integrate accretive broader healthcare sector additions to its portfolio and opportunities beyond in multiple new markets. Dedicated to revolutionizing business processes optimization through technological advancements and evolving AI applied methods, Kovo embodies a commitment to ensured and enduring profitability. To learn more about Kovo and to keep up to date on Kovo news, visit www.kovoplus.com.

Cautionary Note Regarding Forward-Looking Information

Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities laws. Such forward-looking statements or information are provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future and include, but are not limited to, the closing of the Offering, the AVI Investment and the completion Debt Conversion, respectively, and the timings thereof; the total Debt Conversion and number of Common Shares issued pursuant thereto; the total AVI Investment and number of Common Shares issued pursuant thereto; the timing and receipt of all necessary approvals, including final approval of the TSXV and sufficient arm's-length investment under the Offering to effect the entirety of the AVI Investment and Debt Conversion, either of them, or at all; and the reliance on and availability of the exemptions from the formal valuation require and minority shareholder approval requirements of MI 61-101.

Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions. Forward-looking statements or information are based on a number of factors and assumptions that have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.

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