Company continues to own and operate its business in Taiwan ; believes it has regained compliance with the Nasdaq stockholders' equity requirement Taipei, Taiwan --( Newsfile Corp. - October 30, 2026 ) - TNL Mediagene (NASDAQ: TNMG) (the "Company"), a technology and digital media company providing AI-driven advertising, marketing technology, content commerce and data analytics solutions, and operating multi-language digital media brands across Asia , today announced that it has completed the previously announced sale of its Japanese business to MI Company Inc. , a Japanese joint-stock company formed as the acquisition vehicle for an investor group led by Motoko Imada , the Company's former Chief Executive Officer and a former member of its board of directors, in a management buyout transaction. Under the Share Purchase Agreement, the Company sold all of the issued and outstanding shares of TNL Mediagene Inc. , a company ( Kabushiki Kaisha ) duly incorporated under the laws of Japan and the holding company for Mediagene Inc. and Infobahn Inc. , for aggregate consideration of $5.5 million , subject to an adjustment based on changes in net intercompany debt liabilities from a reference amount of approximately $0.6 million as of July 31, 2026 through the closing date, and to set-off, in each case as provided in the Share Purchase Agreement, with the aggregate amount of any such adjustment and set-off capped at $500,000 . At the closing, the buyer paid or satisfied the entire $5.5 million of the purchase price, consisting of approximately $3.85 million in cash, approximately $0.15 million through a set-off of net intercompany debt liabilities and the remaining $1.5 million through the assumption, discharge, cancellation or other extinguishment of indebtedness under certain Company promissory notes. In connection with the closing, Motoko Imada and Hiroto Kobayashi resigned from the Company's board of directors, and Ms. Imada , Hiroyuki Terao and Aya Miyake resigned from their positions as Chief Executive Officer, Chief Financial Officer and Chief Governance Officer, respectively. As a result of the transaction described above, as of the date of this press release, the Company believes its stockholders' equity exceeds the minimum $2.5 million requirement set forth in Nasdaq Listing Rule 5550(b)(1) and has thereby demonstrated compliance with the Nasdaq Equity Requirement. Independent Special Committee Process As previously announced, the transaction was reviewed, evaluated and negotiated by a special committee of the Company's board of directors comprised solely of disinterested and independent directors, which retained Greenberg Traurig, LLP as its independent legal advisor and Imperial Capital, LLC as its independent financial advisor. Ms. Imada did not participate in the special committee's deliberations or recommendation regarding the transaction. The board approved the transaction acting on the special committee's unanimous recommendation. The special committee confirmed that its recommendation, the fairness opinion of Imperial Capital and the Company's corporate approvals of the transaction remained in full force and effect as of the completion of the transaction. The Company Following the Transaction The Company continues to own and operate its business in Taiwan . As previously announced, on October 19, 2026 , the Company entered into a Securities Purchase Agreement with Vector Advisory Partners LLC . The special committee continues to oversee the Company's evaluation of strategic alternatives. There can be no assurance that any such alternative will be pursued or completed, or as to the terms or timing of any such transaction. Additional Information Additional information regarding the transaction, including a copy of the Share Purchase Agreement, is available in the Company's Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the " SEC ") on October 2, 2026 and available at www.sec.gov and in the investor relations section of the Company's website. About TNL Mediagene Headquartered in Taipei, TNL Mediagene (Nasdaq: TNMG) is a technology company providing AI-powered advertising, marketing technology, content commerce, and data analytics solutions to brands and agencies across Asia. The Company combines advertising and marketing technology platforms with a portfolio of established digital media brands to deliver integrated solutions for the evolving digital landscape. The Company's technology offerings include AI-driven advertising, marketing and digital studio services, content commerce, and advanced data analytics capabilities. These solutions are supported by the Company's well-established multi-language digital media brands in Chinese and English, spanning business, technology, lifestyle, and culture, which provide audience engagement and first-party data. Known for its appeal to younger audiences and high-quality content, TNL Mediagene has approximately 230 employees with off