Parvis completes Atlas One acquisition, closes convertible debenture financing

Transaction closes following TSXV final acceptance and BCSC non-objection; first tranche of convertible debenture financing closes concurrently to fund the integration

Vancouver, British Columbia--(Newsfile Corp. - August 13, 2026) - Parvis Invest Inc. (TSXV: PVIS) ("Parvis" or the "Company"), a technology-driven platform for private alternative investments, is pleased to announce that it has completed its previously announced acquisition of 100% of the outstanding shares of Atlas One Digital Securities Inc. ("Atlas One"), a registered exempt market dealer operating across Canada (the "Transaction"), pursuant to the definitive business combination agreement dated July 2, 2026 (the "SPA"). Concurrently, the Company has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement of unsecured convertible debentures (the "Concurrent Financing") for aggregate gross proceeds of $175,000, with proceeds directed to working capital in support of the integration of Atlas One.

Closing of the Transaction follows the satisfaction of all closing conditions, including receipt by the Company of a non-objection letter from the British Columbia Securities Commission (the "BCSC") in respect of the change of ownership of Atlas One as a registered firm under National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations, and receipt of the final acceptance letter from the TSX Venture Exchange (the "TSXV" or the "Exchange").

With the Transaction now complete, Atlas One is expected to be amalgamated with Parvis Investment Services Inc., a wholly-owned subsidiary of Parvis and the Company's registered exempt market dealer, bringing together two of Canada's established private market platforms under a single, fully licensed entity. The combined business unites Atlas One's issuer network and national investor base with Parvis' platform, creating a stronger national marketplace with deeper advisor coverage and expanded distribution reach.

Transaction Consideration

In consideration for the Transaction, on the closing date of the Transaction (the "Closing Date") the Company issued to the former shareholders of Atlas One: (i) 4,761,905 common shares of Parvis at a deemed price of $0.525 per share (the "Tranche 1 Shares"); and (ii) 2,083,333 common share purchase warrants, with each warrant being exercisable at a price of $0.70 per share for a period of three years from the Closing Date (the "Tranche 1 Warrants", and together with the Tranche 1 Shares, the "Tranche 1 Securities"). In addition, the first anniversary of the Closing Date, the Company, at its sole discretion, will either make a cash payment to the former shareholders of Atlas One equal to $2,500,000 or issue them an additional 4,166,667 common shares of Parvis at a deemed price of $0.60 per share (the "Tranche 2 Securities").

Certain principals of Atlas One (each, a "Locked Up Party") have agreed to enter into lock-up agreements with the Company, whereby the securities of the Company they receive pursuant to the Transaction (the "Locked Up Securities") will be subject to restrictions on sale or transfer over a four-year period in accordance with the following release schedule:

on the second anniversary of the Closing Date, each Locked Up Party will be permitted to dispose of up to 25% of the Tranche 1 Securities they receive as part of the Transaction;

on the third anniversary of the Closing Date, each Locked Up Party will be permitted to dispose of up to 100% of the Tranche 1 Securities they receive as part of the Transaction; and

on the fourth anniversary of the Closing Date, each Locked Up Party will be permitted to dispose of up to 100% of the Tranche 2 Securities they receive as part of the Transaction.

Millenia Digital Inc., a company beneficially owned by a principal of Atlas One, was issued common shares of Atlas One equivalent to 3% of the Transaction value as a finder's fee for the Transaction. Pursuant to the Transaction, the principal also took part in the share exchange of Atlas One shares in the same manner as all other Atlas One shareholders and could receive up to 267,857 common shares of the Company and up to 62,500 warrants of the Company.

For full details of the Transaction terms, including the consideration, structure, and strategic rationale, please refer to the Company's press releases dated May 11, 2026 and July 2, 2026 , available under the Company's profile on SEDAR+ at www.sedarplus.ca .

First Tranche of the Concurrent Financing

The First Tranche of the Concurrent Financing, announced on May 28, 2026 and amended on June 30, 2026, closed for aggregate gross proceeds of $175,000. The Company is issuing debenture units (each, a "Debenture Unit"), with each Debenture Unit consisting of one (1) debenture, the principal of which is convertible into common shares of the Company ("Common Shares") at a conversion price of $0.55 per Common Share, and such number of common share purchase warrants (each, a "Warrant") of the Company equal to 100% of the number of Common Shares issuable upon conversion of the debenture. Each Warrant entitles the holder to acquire one (1) additional Common Share at an exercise price of $0.65 per share for a period of twenty-four (24) months from the closing of the First Tranche.

In connection with the First Tranche, the Company paid standard commission fees to its advisors, consisting of cash fees representing 6% of the gross proceeds raised from subscribers introduced by such advisors. The Company may complete additional tranches up to $3,000,000. Please refer to the Company's press release dated June 30, 2026 .

Related Party Participation

Certain directors of the Company subscribed to the Concurrent Financing on the same terms as all other subscribers. Participation in the First Tranche by such insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related parties exceeds 25% of the Company's market capitalization.

Management Commentary

"Completing this acquisition is a milestone for Parvis and for Canada's private investment market," said David Michaud, Founder and Chief Executive Officer of Parvis. "With regulatory clearance in hand we move immediately to integration, combining our technology, our people, and our licensed infrastructure into a single national platform for investors and issuers. Closing the first tranche alongside it funds that work. Directors are backing that call with their own capital, on the same terms as every other investor."

"Today marks the beginning of an exciting new chapter," said George Nast, Chief Executive Officer of Atlas One Digital Securities. "As part of Parvis, our investors and issuers gain access to broader product offerings, enhanced compliance capabilities, and the scale of a combined national platform."

About Atlas One

Atlas One Digital Securities Inc. is a registered exempt market dealer operating across Canada. Founded in Vancouver in 2020 and granted EMD registration through the CSA Regulatory Sandbox in January 2021, Atlas One has facilitated over $120 million in capital for more than 40 issuers across real estate, private equity, and alternative asset classes. The company provides accredited investors with access to private market investments and supports issuers through a compliant, technology-enabled distribution platform. Following closing of the Transaction, Atlas One operates as part of a combined national private markets platform.

About Parvis

Parvis is a technology-driven investment platform dedicated to expanding access to institutional-quality private market opportunities. Headquartered in Vancouver, Parvis operates across Canada with teams in Toronto, Vancouver, and Montreal. The Company is listed on the TSX Venture Exchange (TSXV: PVIS) and (via its subsidiary), is registered as an exempt market dealer under NI 31-103. For more information, visit www.parvisinvest.com and SEDAR+.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and include information regarding: the completion of the proposed amalgamation of the entities; the integration of Atlas One into the Parvis platform; the anticipated strategic and financial benefits of the Transaction; the release of the Locked Up Securities; the issuance of the Tranche 2 Securities; the completion of one or more additional tranches of the Concurrent Financing, the failure to complete such additional tranches or insufficient subscription; the use of proceeds of the Concurrent Financing; and the Company's business plans and growth objectives. To develop the forward-looking information in this news release, the Company made certain material assumptions, including but not limited to: no additional unknown matters being raised by the regulatory authorities in respect of the Transaction; the satisfaction of all conditions to closing of any additional tranches of the Concurrent Financing; receipt of all required regulatory approvals; prevailing market conditions; general business, economic, competitive, political and social uncertainties; and the ability of the Company to execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: failure to obtain required regulatory or Exchange approvals; adverse market conditions; changes in applicable laws and regulations; compliance with extensive government regulation; reliance on key and qualified personnel; and risks associated with the real estate, investment, and technology industries in general. The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309491

Newsfile Corp.

August 13, 2026 - 8:02 AM PDT

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