Vimy Pharmaceuticals Announces Brokered Private Placement of Subscription Receipts

Toronto, Ontario--(Newsfile Corp. - August 26, 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 press release dated August 6, 2026 announcing the entering into of a non-binding letter of intent to complete a business combination transaction which will constitute a reverse take-over of Harmony (the "Transaction"), Vimy Pharma has launched a "best efforts" brokered private placement of subscription receipts of the Company (each, a "Subscription Receipt"), at a price of $3.00 per Subscription Receipt (the "Offering Price"), for gross proceeds of up to $10,000,200 (the "Offering"). The Offering Price implies an enterprise value of the Company of approximately $80,000,000, prior to completion of the Offering and after giving effect to the Share Split (as defined below).

Vimy Pharma has engaged Beacon Securities Limited (the "Lead Agent") to act as lead agent and sole bookrunner, on behalf of a syndicate of agents including Haywood Securities Inc. and Research Capital Corporation (collectively, the "Agents"), in connection with the Offering. Vimy Pharma has granted the Agents an option, exercisable in whole or in part at any time up to 48 hours prior to closing date of the Offering (the "Closing Date"), to offer up to an additional 15% of the Subscription Receipts at the Offering Price (the "Agents' Option").

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among Vimy Pharma, Harmony, the Lead Agent and a Canadian trust company acting as subscription receipt agent (the "Subscription Receipt Agent"). On the Closing Date, the net proceeds of the Offering will be placed in escrow with the Subscription Receipt Agent and, together with any interest earned thereon, will be held as escrowed funds (the "Escrowed Funds"). Upon satisfaction of the escrow release conditions set out in the Subscription Receipt Agreement (the "Escrow Release Conditions"), each Subscription Receipt will be exchanged, without payment of any additional consideration and without further action on the part of the holder, for one common share of the Company (each, a "Common Share"), and the Escrowed Funds, net of the escrowed portion of the Agents' fees and expenses, will be released to Vimy Pharma. 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 Date (subject to extension by up to 30 days by agreement between Vimy Pharma and the Lead Agent) (the "Release Deadline"), or if prior to such time Vimy Pharma 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 Subscription Receipt Agent will return to holders of Subscription Receipts, within two business days, an amount equal to the aggregate Offering Price of the Subscription Receipts held by them together with their pro rata portion of any interest earned thereon, less applicable withholding taxes, if any.

Vimy Pharma will pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering (the "Cash Commission"), reduced to 3.0% in respect of certain investors on a mutually agreed president's list, and issue to the Agents compensation options ("Compensation Options") equal to 6.0% of the number of Subscription Receipts sold in connection with the Offering (including the Agents' Option), also reduced to 3.0% in respect of such president's list investors. Each Compensation Option will be exercisable into one Common Share at the Offering Price for a period of 24 months from the date of the release of the Escrowed Funds (the "Release Date"). 50% of the Cash Commission will be payable on the Closing Date, and the remaining 50% will be payable on the Release Date. The Compensation Options will be issued to the Agents on the Closing 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 herein).

The Resulting Issuer Shares (as defined herein), including the Resulting Issuer Shares issuable upon exercise of the Resulting Issuer Compensation Options (as defined below), are expected to be listed on the TSX Venture Exchange (the "TSXV"), with conditional listing approval to be obtained prior to completion of the Transaction. The trading symbol "VIMY" has been reserved for the Resulting Issuer Shares.

The Offering is expected to close on or about the week of September 14, 2026 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSXV.

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 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. Upon completion of the Transaction and satisfaction of the Escrow Release Conditions, the Resulting Issuer Shares and the securities issuable upon exercise of the Resulting Issuer Compensation Options will not be subject to any hold period under applicable Canadian securities laws.

Transaction

Prior to the completion of the Transaction, the Company shall complete a share split of its issued and outstanding common shares on the basis of 34 post-split common shares for every one pre-split common share (the "Share Split").

The Transaction will constitute an arm's length "Qualifying Transaction" for Harmony within the meaning of Policy 2.4 of the Corporate Finance Manual of the TSXV. Upon closing of the Transaction, the resulting issuer is expected to change its name to Vimy Pharmaceuticals Corp. (the "Resulting Issuer") and list as a Tier 2 Issuer on the TSXV, subject to TSXV approval.

In connection with the Transaction and the Offering, each Common Share will be exchanged for one common share of the Resulting Issuer (each, a "Resulting Issuer Share"). In addition, each Compensation Option will be exchanged for one compensation option of the Resulting Issuer (each, a "Resulting Issuer Compensation Option") on a one-for-one basis, such that each Resulting Issuer Compensation Option will be exercisable to acquire one Resulting Issuer Share on the same terms and conditions (including exercise price and expiry) as applied to the corresponding Compensation Option immediately prior to the effective time, subject only to customary adjustments. For further information on the Transaction please see Harmony's press release dated August 6, 2026, available on Harmony's SEDAR+ profile at www.sedarplus.ca.

Overview of Vimy Pharma

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 innovative 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 year¹. 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.

Advisors

Wildeboer Dellelce LLP is acting as legal counsel to Vimy Pharma in connection with the Transaction and the Offering, and Dentons Canada LLP is acting as legal counsel to the Agents in connection with the Offering.

Cautionary Note Regarding Forward-Looking Information

This press 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 completion of the Transaction and the structure and terms thereof; the anticipated listing of the Resulting Issuer on the TSXV; the terms, timing and completion of the Offering; the anticipated use of proceeds of the Offering; the completion of the pre-closing share split; and the satisfaction of the Escrow Release Conditions. 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 press 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's 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 Offering will not be completed, will not raise sufficient proceeds or will not be completed on terms favourable to the Company; 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 press 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 to be prepared in respect of the Transaction, 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.

All information provided in this press release relating to Vimy Pharma has been provided by management of Vimy Pharma and has not been independently verified by management of Harmony. As of the date of this press release, the Company has not entered into a definitive agreement with Vimy Pharma with respect to the Transaction (the "Definitive Agreement"), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.

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 (or other applicable disclosure document) of Harmony 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 Harmony should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has not approved or disapproved of the contents of this news 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.

¹Chris 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311659

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