Vimy Pharmaceuticals Closes $12 Million Private Placement

Vimy Pharmaceuticals Inc. has announced the successful closing of a $12 million brokered private placement of subscription receipts, raising aggregate gross proceeds of $12,056,463. The company issued 4,018,821 subscription receipts at a price of $3.00 each, with Beacon Securities Limited acting as the lead agent and sole bookrunner. The funds raised will be used to advance research and development of new products, accelerate entry into international markets, support direct-to-consumer advertising, build the VimyDirect™ online pharmacy platform, and for general corporate purposes.

Upon satisfaction of the escrow release conditions, each subscription receipt will convert into one common share in the capital of Vimy Pharmaceuticals Inc. If these conditions are not met by 5:00 p.m. (Toronto time) on the date which is 120 days following the closing of the offering, or if the company advises the agents or announces publicly that it does not intend to satisfy the conditions, the subscription receipts will be cancelled, and the funds held in escrow, together with any interest earned, will be returned to subscribers on a pro rata basis.

The company intends to use the net proceeds to advance its portfolio of generic pharmaceutical products, including its generic semaglutide injection program, and to support various strategic initiatives. The subscription receipts, and any securities of Vimy Pharmaceuticals Inc. issuable upon their exchange, will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions and subject to any control person distribution restrictions, until the date that is four months and a day after the company becomes a reporting issuer in any province or territory of Canada.

In connection with the private placement, the company and Harmony Acquisitions Corp. have entered into a definitive agreement for a business combination transaction. Harmony will acquire all the issued and outstanding Vimy Pharmaceuticals Inc. shares by way of a "three-cornered amalgamation" among Harmony, Vimy Pharmaceuticals Inc., and a wholly-owned subsidiary of Harmony. The company plans to complete a share split of its issued and outstanding shares on the basis of 34 post-split Vimy Pharmaceuticals Inc. shares for every one pre-split share. Harmony will also complete a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 49.6104 pre-consolidation common shares.

Upon completion of the transaction, the company expects to list on the TSX Venture Exchange as a Tier 2 Issuer, with conditional approval for listing to be obtained prior to the transaction. The trading symbol "VIMY" has been reserved for the resulting issuer shares. Harmony is expected to change its name to Vimy Pharmaceuticals Corp. (the "Resulting Issuer"). The transaction is subject to the approval of the TSX Venture Exchange and other customary closing conditions. The company will hold a special meeting of its shareholders for the purposes of approving the amalgamation, which requires a special majority (66⅔%) of the votes cast.

Harmony will pay a finder's fee of $625,000 to Triforce Ventures SA, which will be reduced on a dollar-for-dollar basis by the amount, if any, by which Harmony's working capital at the time of completion of the transaction is less than negative $100,000. The finder's fee will be satisfied by the issuance of Resulting Issuer Shares at the Offering Price. Harmony's shareholders will vote on the finder's fee at a meeting to be held on October 19, 2026. No deposit, advance, or loan has been or will be made by Harmony to Vimy Pharmaceuticals Inc. in connection with the transaction.

Following the completion of the transaction, it is expected that there will be approximately 31,520,296 Resulting Issuer Shares issued and outstanding, on an undiluted basis.