Vancouver, British Columbia--(Newsfile Corp. - August 18, 2026) - Meraki Acquisition One, Inc. (TSXV: MRKI.P) ("Meraki") announces that it has entered into a letter of intent dated August 18, 2026 (the "LOI") with MeetAmi Innovations Inc. ("MeetAmi"), an arm's length British Columbia company providing compliance and governance-focused digital asset infrastructure for wealth advisors and financial institutions, that outlines the principal terms and conditions of a business combination of the two companies (the "Proposed Transaction"). The Proposed Transaction will be a reverse takeover of Meraki by MeetAmi and its shareholders, and would result in MeetAmi becoming a wholly-owned subsidiary of Meraki, or otherwise combining its corporate existence with a wholly-owned subsidiary of Meraki.

Meraki is a capital pool company ("CPC") and intends the Proposed Transaction to constitute its qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange"). Trading in the common shares of Meraki (the "Meraki Shares") has been halted as a result of the announcement of the Proposed Transaction. Meraki expects that trading in the Meraki Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 technology issuer pursuant to the requirements of the Exchange.

About MeetAmi Innovations Inc.

MeetAmi Innovations Inc. is Canada's first compliance and governance-focused digital asset infrastructure platform for wealth advisors and financial institutions. Founded in 2019, MeetAmi's platform suite - AmiPro, AmiLearn, and AmiShelf - provides the compliance engine, advisor education, tokenized product distribution rails, and treasury governance layer that regulated financial institutions require to participate confidently in the digital asset economy. MeetAmi is the recipient of the BCTIA 2022 Excellence in Technology Innovation award. For more information, visit meetami.ca.

Hashim Mitha, CEO of MeetAmi, commented: "This marks a significant milestone in MeetAmi's growth. As regulated financial institutions move to participate in the digital asset economy, our educational content and compliance-first infrastructure position us to serve them as they enter this asset class and scale."

Proposed Transaction Summary

Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of MeetAmi. Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of MeetAmi (the "MeetAmi Shares") will exchange their MeetAmi Shares for post-consolidated common shares of the Resulting Issuer ("Resulting Issuer Shares") on the basis of one Resulting Issuer Share for every two MeetAmi Shares (the "Exchange Ratio"). All outstanding options, warrants and other securities convertible into MeetAmi Shares will be exercisable, based on the Exchange Ratio, to acquire Resulting Issuer Shares on substantially similar terms and conditions.

The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both Meraki and MeetAmi, but is currently anticipated to be completed by way of a three-cornered amalgamation pursuant to the Business Corporations Act (British Columbia), with the amalgamating entities being MeetAmi and a newly incorporated British Columbia subsidiary of Meraki, or such other form of transaction as is acceptable to the parties.

There are currently an aggregate of 4,400,000 Meraki Shares issued and outstanding, as well as 440,000 stock options, each exercisable to acquire one Meraki Share at an exercise price of $0.05 or $0.10, and 200,000 broker warrants, each exercisable to acquire one Meraki Share at an exercise price of $0.10.

Concurrent Financing

It is anticipated that, in connection with the Proposed Transaction, MeetAmi will complete a private placement of subscription receipts for aggregate gross proceeds of up to $2,800,000 or such other amount as determined between the parties (the "Concurrent Financing"), with the final offering price, terms and amount to be determined by the parties in the context of the market. Further details regarding the Concurrent Financing will be announced in a subsequent press release.

Consolidation and Name Change

Immediately prior to the closing of the Proposed Transaction, it is anticipated that Meraki will undertake a consolidation (the "Consolidation") of the Meraki Shares at a ratio of 0.22222222 post-consolidation Meraki Shares for every one pre-consolidation Meraki Share, and Meraki will change its name to "AmiOne Holdings Inc." or such other name as is determined by MeetAmi (the "Name Change").

Convertible Debentures

In August, 2026, MeetAmi completed a private placement offering of convertible debentures (the "Convertible Debenture Financing"). Immediately prior to the completion of the Proposed Transaction, the outstanding principal amount and accrued interest on each outstanding convertible debenture offered in the Convertible Debenture Financing, and previous convertible debenture financings of MeetAmi, will be automatically converted into securities of MeetAmi having substantially the same terms as those securities underlying the Subscription Receipts offered in the Concurrent Financing.

Debt Conversion

Immediately prior to the closing of the Proposed Transaction, MeetAmi also intends to convert outstanding debt in the aggregate amount of $6,797,962.35 into MeetAmi Shares, which, due to the Exchange Ratio, will result in an aggregate of 15,106,583 Resulting Issuer Shares at a price of $0.45 per share on completion of the Proposed Transaction (the "Debt Conversion").

Conditions to Closing

Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation:

• Execution of a definitive agreement in respect of the Proposed Transaction;

• Receipt of all required regulatory, corporate and third-party approvals, including Exchange approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction;

• Approval of the shareholders of MeetAmi to the Proposed Transaction;

• Completion of satisfactory due diligence investigations by each of the parties;

• Completion of the Concurrent Financing;

• Completion of the Consolidation and the Name Change;

• Completion of the Debt Conversion; and

• Other mutual conditions precedent customary for a transaction such as the Proposed Transaction.

The Proposed Transaction, the Consolidation and the Name Change are subject to the approval of the Exchange. No finder's fees or advances are payable in relation to the Qualifying Transaction, except in connection with the Concurrent Financing.

Arm's Length Transaction

The Proposed Transaction is an arm's length transaction in accordance with the policies of the Exchange, is not subject to Exchange Policy 5.9, and is not subject to the approval of the shareholders of Meraki, except as required by applicable corporate law. There are no non-arm's-length parties of Meraki that are insiders of MeetAmi.

Additional Information Concerning MeetAmi

MeetAmi's platform suite is currently available in Canada and the United States. AmiPro is a wealth management platform for digital assets that enables advisors to invest in and hold digital assets with qualified custodians on behalf of their clients, connecting blockchain and tokenized assets to traditional wealth management reporting systems. AmiLearn provides subscription-based digital asset education enabling advisors to meet their proficiency requirements. AmiShelf provides tokenized product distribution rails for regulated financial institutions. MeetAmi was incorporated pursuant to the Business Corporations Act (British Columbia) on December 5, 2019.

MeetAmi's share capital consists of an unlimited number of MeetAmi Shares without par value and an unlimited number of preferred shares without par value. The Control Persons (as defined in the policies of the Exchange) of MeetAmi are Hashim Mitha (Chief Executive Officer and Director) and Sarah Morton (Chief Strategy Officer and Director). Upon completion of the Proposed Transaction and prior to the conversion of the convertible debentures of MeetAmi, it is anticipated that MeetAmi shareholders will hold approximately 33,333,333 Resulting Issuer Shares, in addition to any securities to be issued to investors and eligible finders or brokers in connection with the Concurrent Financing and the Convertible Debenture Financing.

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, Meraki will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, any financing completed prior to closing of the Proposed Transaction, MeetAmi, Meraki and the Resulting Issuer following completion of the Proposed Transaction.

Further Information

Meraki and MeetAmi intend to issue a subsequent comprehensive press release in accordance with the policies of the Exchange providing further details in respect of the Proposed Transaction, including information relating to the transaction structure, the definitive agreement, descriptions of the proposed principals and insiders of the Resulting Issuer, the Concurrent Financing and a summary of MeetAmi's financial information.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of Meraki and MeetAmi 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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

On behalf of the board of directors of Meraki, and for further information please contact:

Meraki Acquisition One, Inc.
Joel Arberman, Chief Executive Officer
Tel: (516) 299-9092

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the requirements of the Exchange, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This news release contains certain forward-looking statements, including statements relating to the Proposed Transaction and certain terms and conditions thereof, the ability of the parties to enter into a definitive agreement and complete the Proposed Transaction, the Consolidation, the Name Change, the Resulting Issuer's ability to qualify as a Tier 2 technology issuer, shareholder, director and regulatory approvals and other conditions for the Proposed Transaction, obtaining Exchange approval, completion of the Concurrent Financing and the Debt Conversion, corporate structure of the Resulting Issuer, the duration of the halt in respect of the Meraki Shares, planned future press releases and disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to the financial markets generally, results of the due diligence investigations to be conducted in connection with the Proposed Transaction, the ability of Meraki and MeetAmi to complete the Proposed Transaction, and all other transactions in connection thereto, or obtain requisite Exchange acceptance and, if applicable, shareholder approvals. As a result, Meraki and MeetAmi cannot guarantee that the Proposed Transaction and the related transactions will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Meraki and MeetAmi cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Meraki and MeetAmi assume no obligation to update or revise them to reflect new events or circumstances, except as required by law.

NEITHER THE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310296

Source: Meraki Acquisition One, Inc.