Exhibit 12.1

Midori Group Inc.

5 Hazelton Avenue, Suite 400

Toronto, Ontario M5R 2E1

Dear Sirs/Mesdames:

We have acted as Canadian counsel to Midori Group Inc., a British Columbia corporation (the “Corporation”) in connection with the preparation and filing by the Corporation with the Securities and Exchange Commission (the “SEC”) of a Regulation A Offering Statement on Form 1-A, as amended on August 26, 2025 (the “Offering Statement”), relating to the sale by the Corporation of 20,000,000 common shares of the Corporation (the “Offered Shares”).

This opinion letter is being delivered in accordance with the requirements of Part III of Form 1-A, adopted under the United States Securities Act of 1933, as amended. Headings used in this opinion letter are for convenience of reference only and do not affect the interpretation of this opinion letter.

We have made or caused to be made, such searches and investigations, examined such statutes and corporate records of the Corporation and such other documents, including certificates of public officials and corporate officers, and have considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter expressed. As to various questions of fact material to this opinion which we have not independently established, we have relied upon documents and certificates of public officials and officers of the Corporation.

In particular and without limiting the generality of the foregoing, we have examined and relied upon the original or copies certified or authenticated to our satisfaction of the following:

(collectively, the foregoing are hereinafter referred to as the “Material Documents”).

We have also examined an officer’s certificate of the Corporation (the “Opinion Support Certificate”) dated as of the date hereof, with respect to factual matters, a copy of which has been provided to you. However, we have not examined the minute books of the Corporation. Other than a review of the Material Documents, we have not undertaken any special or independent investigation to determine the existence or absence of such facts or circumstances. No inference as to our knowledge as to such facts and circumstances should be drawn merely from our representation of the Corporation.

Except as noted below, our opinions are limited to the Province of British Columbia now in effect (“B.C. Law”). In particular, to the extent that B.C. Law would require the application of the laws of any other jurisdiction, no opinions are expressed as to the laws of such other jurisdiction.

In connection with our opinions, we have, with your concurrence, made the following assumptions:

In expressing the opinion in paragraph 1 below, we have assumed that the Certificate of Good Standing for the Corporation continues to be accurate as of the date of this opinion letter and have relied exclusively upon this certificate as evidencing that the Corporation is a valid and existing corporation under the laws of the Province of British Columbia and is, with respect to the filing of annual reports, in good standing as of this date.

In expressing the opinion set out in paragraph 2 below, we have relied solely, without further investigation or inquiry, upon the Opinion Support Certificate as evidencing that the Corporation has been duly authorized to execute and deliver the Offering Statement and to issue and sell the Offered Shares in accordance with the terms of the Offering Statement.

In expressing the opinion set out in paragraph 3 below, we have relied upon the Opinion Support Certificate as evidencing that, as B.C. Law requires, the Offered Shares of the Corporation will not be issued until the consideration for the Offered Shares has been provided to the Corporation in full.

Reference in the opinion above to the Offered Shares as being “fully paid and non- assessable” indicates that the holder of the Offered Shares cannot be required to contribute any further amounts to the Corporation by virtue of its status as a holder of such Offered Shares either in order to complete payment for the Offered Shares or to satisfy the claims of creditors of the Corporation. No opinion is expressed as to the actual receipt by the Company of the consideration for the issuance of the Offered Shares or as to the adequacy of any consideration received.

Based and relying on the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion that:

This opinion letter is being furnished for the sole benefit of the addressees hereof and may not be relied upon or distributed to any other person or entity or for any other purpose without our prior written consent. This opinion is given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact which may come to our attention after the date hereof. We hereby consent to the filing of this opinion letter as an exhibit to the Offering Statement and to the reference to this firm under the caption “Interest of Named Experts” in the Offering Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the SEC issued thereunder with respect to any part of the Offering Statement, including this opinion as an exhibit or otherwise.

Yours truly,

MILLER THOMSON LLP

Jasmine Lothian

Partner

JL