Toronto, Ontario--(Newsfile Corp. - October 22, 2026) - Vimy Pharmaceuticals Inc. ("Vimy Pharma" or the "Company") and Harmony Acquisitions Corp. (TSXV: MONY.P) ("Harmony") are pleased to jointly announce that, further to their joint news release dated September 28, 2026, the Company has completed the second tranche (the "Second Tranche") of its previously announced "best efforts" brokered private placement through the issuance of 827,533 subscription receipts of the Company (each, a "Subscription Receipt") at a price of $3.00 per Subscription Receipt for gross proceeds of $2,482,599. Together with the first tranche, which closed on September 28, 2026 (the "First Tranche"), the Company has raised, in aggregate, total gross proceeds of $14,539,062 through the issuance of 4,846,354 Subscription Receipts (collectively, the "Offering"). Beacon Securities Limited (the "Lead Agent") acted as lead agent and sole bookrunner on behalf of a syndicate of agents that included Haywood Securities Inc., Leede Financial Inc. and Research Capital Corporation (together with the Lead Agent, the "Agents"), in connection with the Offering.
As previously announced, the Company and Harmony have entered into a definitive agreement dated September 28, 2026 (the "Definitive Agreement") in respect of their business combination transaction, which will ultimately constitute a reverse take-over of Harmony (the "Transaction"). On October 19, 2026, the shareholders of Harmony approved all resolutions put before them at the annual and special meeting of the shareholders of Harmony held in connection with the Transaction (the "Harmony Meeting"). Subsequently, on the date hereof, the shareholders of Vimy Pharma approved the Transaction and certain related matters.
The Offering
The Subscription Receipts have been issued pursuant to, and are governed by, the terms and conditions of a subscription receipt agreement (the "Subscription Receipt Agreement") entered into among the Company, Harmony, the Lead Agent and Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"). Upon satisfaction of the escrow release conditions outlined in the Subscription Receipt Agreement (the "Escrow Release Conditions"), each Subscription Receipt will convert, without payment of any additional consideration and without further action on the part of the holder, into one common share in the capital of the Company (each, a "Vimy Pharma Share"), and the funds held in escrow, net of the escrowed portion of the Agents' fees and expenses, will be released to the Company (the date of such release, the "Release Date"). If the Escrow Release Conditions are not satisfied or waived by 5:00 p.m. (Toronto time) on the date which is 120 days following the closing of the First Tranche (subject to extension by up to 30 days by agreement between the Company and the Lead Agent), or if prior to such time the Company advises the Agents or announces publicly that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be cancelled and the funds held in escrow, together with any interest earned thereon, will be returned by the Subscription Receipt Agent to subscribers on a pro rata basis.
In connection with the Second Tranche, the Agents earned a cash commission equal to 6.0% of the gross proceeds of the Second Tranche (the "Cash Commission"), reduced to 3.0% in respect of certain investors on a mutually agreed president's list, and the Company issued to the Agents compensation options (each, a "Compensation Option") equal to 6.0% of the number of Subscription Receipts sold under the Second Tranche, also reduced to 3.0% in respect of such president's list investors. Each Compensation Option is exercisable into one Vimy Pharma Share at a price of $3.00 per Vimy Pharma Share for a period of 24 months from the Release Date. 50% of the Cash Commission was paid on the closing of the Second Tranche and the remaining 50% will be payable on the Release Date.
The Company intends to use the net proceeds of the Offering to advance research and development of new products in the Company's portfolio of generic pharmaceutical products, including its generic semaglutide injection program, to accelerate entry into international markets, to support direct-to-consumer advertising, to build the VimyDirect online pharmacy platform, to support Canadian manufacturing of pre-approval inventory, regulatory and commercialization activities, and for transaction expenses, working capital and general corporate purposes of the Resulting Issuer (as defined below).
Vimy Pharma is not a reporting issuer in any province or territory of Canada; its securities are not listed on any stock exchange in Canada and there is currently no public market for its securities. The Subscription Receipts, and any securities of Vimy Pharma issuable upon the exchange thereof, 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 date Vimy Pharma becomes a reporting issuer in any province or territory of Canada, in accordance with National Instrument 45-102 - Resale of Securities.
On completion of the Transaction, each Vimy Pharma Share will be exchanged for one common share of the Resulting Issuer (each, a "Resulting Issuer Share") and the Compensation Options will be exchanged for options to purchase Resulting Issuer Shares having the same exercise price and expiry date as the Compensation Options.
The Transaction
Upon completion of the Transaction, Harmony is expected to change its name to Vimy Pharmaceuticals Corp. (the "Resulting Issuer") and the Resulting Issuer Shares are expected to trade on the TSX Venture Exchange ("TSXV") under the trading symbol "VIMY" as a Tier 2 Issuer.
On the date hereof, the shareholders of Vimy Pharma approved the Transaction and certain related matters.
In addition, on October 19, 2026, all resolutions put before the Harmony shareholders at the Harmony Meeting were approved. Among others, the following matters relating to the Transaction were approved by Harmony's shareholders:
- The following five (5) nominees were elected as directors of the Resulting Issuer, each to hold office from the completion of the Transaction until the next annual meeting of shareholders or until their successors are elected or appointed: David Suchon, Farris Smith, Christopher Burkett, Riccardo Trecroce and Darryl Firsten.
- Shareholders authorized and approved the consolidation of Harmony's issued and outstanding common shares (the "Harmony Shares") on the basis of 49.6104 pre-consolidation Harmony Shares for every one (1) post-consolidation Harmony Share.
- Baker Tilly HMA LLP was appointed as the auditor of the Resulting Issuer, with the directors authorized to fix the auditor's remuneration, such appointment not to take effect until immediately following the completion of the Transaction.
- The Resulting Issuer's new omnibus equity incentive plan was approved, to become effective upon completion of the Transaction.
- Harmony was authorized to pay a finder's fee in connection with the Transaction.
Each of the foregoing matters is described in greater detail in the management information circular of Harmony prepared in connection with the Meeting, which is available on Harmony's SEDAR+ profile at www.sedarplus.ca.
The Transaction is expected to be completed in the coming weeks. A copy of the Definitive Agreement has been filed on Harmony's SEDAR+ profile at www.sedarplus.ca.
For further information on the Transaction please see the Definitive Agreement and the joint news releases dated August 6, 2026 and September 28, 2026, all of which are available on Harmony's SEDAR+ profile at www.sedarplus.ca. In connection with the Transaction and pursuant to TSXV requirements, the Company shall file a filing statement (the "Filing Statement") on SEDAR+ in due course, which will contain additional details regarding the Offering, the Transaction, Vimy Pharma, Harmony and the Resulting Issuer.
Overview of Vimy Pharma
Vimy Pharma is a private company incorporated pursuant to the Business Corporations Act (Ontario) on July 19, 2024. Vimy Pharma is a Canadian pharmaceutical company focused on improving access to affordable medicines while supporting domestic pharmaceutical manufacturing capacity and long-term Canadian supply resilience. Vimy Pharma is advancing a portfolio of essential medicines as generic pharmaceutical products intended to support patients, healthcare systems, and Canada's life sciences sector.
A strategic priority for the Company is expanding access to therapies through the development of generic alternatives to popular medicines. By combining domestic production with cost-efficient manufacturing and regulatory expertise, Vimy Pharma seeks to provide affordable treatment options while contributing to Canada's pharmaceutical sovereignty.
Earlier this year, Vimy Pharma completed one of its development programs and filed an Abbreviated New Drug Submission (ANDS) with Health Canada, which has been found acceptable for review, for a generic version of Ozempic (semaglutide injection), a glucagon-like peptide-1 (GLP-1) receptor agonist indicated for the treatment of type 2 diabetes. Vimy Pharma has also filed an ANDS with Health Canada for a generic version of Wegovy (semaglutide injection), a GLP-1 receptor agonist indicated for weight management. Ozempic has been the highest-earning prescription medicine in Canada for the past four years with combined sales of semaglutide injection medicines in Canada totalling $3.5 billion in 2025, growing at 31 percent over the previous year[1]. Vimy Pharma undertook its development work in Canada and will carry out its commercial production domestically, with Canadian partners. Additionally, Vimy Pharma has established partnerships to support the many large and growing international markets for injectable semaglutide.
Vimy Pharma is led by an experienced management team, including former executives from Novo Nordisk, with broader organizational expertise spanning pharmaceutical development, manufacturing, regulatory affairs, commercialization, and capital markets. Vimy Pharma is committed to long-term value creation through disciplined execution, innovation, and the development of a sustainable domestic pharmaceutical ecosystem that serves patients, healthcare providers, and government partners and supports Canadian pharmaceutical supply resilience and access to medicines. For more information, visit www.VimyPharma.com.
Harmony Acquisitions Corp.
Harmony was incorporated under the Business Corporations Act (British Columbia) on May 7, 2021 and is a Capital Pool Company listed on the TSXV.
Cautionary Note Regarding Forward-Looking Information
This news release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Forward-looking information in this news release includes, but is not limited to, statements concerning: the anticipated use of proceeds of the Offering; the satisfaction of the Escrow Release Conditions; the completion of the Transaction and the structure and terms thereof; the listing of the Resulting Issuer Shares on the TSXV; and the filing of the Filing Statement. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as "expects", "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events, or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
In disclosing the forward-looking information contained in this news release, the Company has made certain assumptions, including that the Transaction and the Offering will be completed on acceptable terms or at all, that all applicable shareholder, regulatory and TSXV approvals for the Transaction and for the listing of the Resulting Issuer Shares will be received, and that the Escrow Release Conditions will be satisfied on a timely basis. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: the risk that the Transaction will not be completed on the terms described herein or at all; the risk that the Escrow Release Conditions will not be satisfied, in which case the Subscription Receipts will be cancelled and the escrowed funds returned to subscribers; the risk that required shareholder, TSXV or other regulatory approvals will not be obtained in a timely manner or at all; the risk that the Company's products, including its generic semaglutide injection, will not receive approval from Health Canada or other regulatory authorities, or that such approvals will be delayed or subject to conditions that adversely affect the Company's business; the risk that the Company will be unable to successfully develop and commercialize its portfolio of generic pharmaceutical products; and general business, economic, competitive, political and social uncertainties.
Accordingly, readers should not place undue reliance on the forward-looking information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive, and additional information regarding risk factors that may affect the Transaction can be found in the Filing Statement, which is expected to be filed on Harmony's SEDAR+ profile at www.sedarplus.ca. Forward-looking information is provided for the purpose of assisting investors in understanding management's expectations and plans and may not be appropriate for other purposes, and speaks only as of the date of this news release. Except as required by applicable securities laws, neither Vimy Pharma nor Harmony assumes any obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information, or otherwise.
For further information, please contact:
Vimy Pharmaceuticals Inc.
Farris Smith
Farris.Smith@VimyPharma.com
Harmony Acquisitions Corp.
Zachary Goldenberg
zach@libertyvp.co
647-987-5083
All information provided in this news release relating to Vimy Pharma has been provided by management of Vimy Pharma and has not been independently verified by management of Harmony.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, 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 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
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 a solicitation of an offer to buy any securities in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the U.S. Securities Act and applicable securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.
[1] Chris Hannay, "Canada will be a launching pad in the global race for generic Ozempic," The Globe and Mail (30 January 2026; updated 31 January 2026), online: The Globe and Mail.
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