Harmony Acquisitions Enters into Letter of Intent for Qualifying Transaction with DOMA BR

Vancouver, British Columbia--(Newsfile Corp. - May 21, 2024) - Harmony Acquisitions Corp. (TSXV: MONY.P) ("Harmony" or the "Company") and DOMA BR S/A ("DOMA") are pleased to announce that they have entered into a letter of intent dated May 20, 2024 (the "LOI"), pursuant to which Harmony and DOMA intend to complete a business combination or other similarly structured transaction which will constitute a reverse take-over of Harmony (the "Transaction"). It is intended that the Transaction will be an arm's length "Qualifying Transaction" for Harmony, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV").

About DOMA

DOMA is a Brazilian founded and domiciled real estate investment company focused on the identification, acquisition and development of forestlands in the Amazon Rainforest for the production and sale of carbon offsets. DOMA's foundational forestland asset is approximately 12,000 hectares, twice the size of Manhattan, New York, USA, which DOMA is in the process of accrediting for carbon offsets in collaboration with a domestic carbon credit streaming partner. DOMA aims to preserve in excess of 200,000 hectares within five years, an area nearly as large as Luxembourg, Europe, through the acquisition of additional forestlands.

About Harmony

Harmony was incorporated under the Business Corporations Act (British Columbia) on May 7, 2021 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. Harmony has no commercial operations and no assets other than cash.

Transaction Summary

The parties intend to complete the Transaction by way of a share purchase, three-cornered amalgamation, reverse take-over, merger, plan of arrangement or alternate structure to be determined, having regard to relevant tax, securities and other factors to form the resulting issuer from the Transaction (the "Resulting Issuer").

In connection with the Transaction, the parties intend for DOMA to complete a private placement financing (the "Concurrent Financing"), subject to the rules of TSXV applicable to the Transaction (the "Offered Securities") at price per Offered Security to be mutually agreed on by Harmony and DOMA, acting reasonably.

Harmony and DOMA intend to enter into a definitive agreement (the "Definitive Agreement") evidencing the Transaction which shall contain appropriate terms and conditions, including such reasonable representations and warranties in connection with the Transaction as are customary in comparable circumstances as may be agreed to and in a form satisfactory to both parties.

Shareholder approval is not required with respect to the Transaction under the rules of the TSXV. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required and a meeting of shareholders of Harmony may be held prior to the closing of the Transaction to approve certain matters. Trading in the common shares of Harmony will remain halted and is not expected to resume trading until the Transaction is completed or until the TSXV receives the requisite documentation to resume trading.

The Transaction does not constitute a Non-Arm's Length Qualifying Transaction as that term is defined in Policy 2.4 of the TSXV. Additional information concerning the Transaction, Harmony, DOMA and the Resulting Issuer, including financial information respecting DOMA, further details regarding the Concurrent Financing, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship, if applicable, will be provided in a subsequent news release and in Harmony's Filing Statement or Information Circular, as applicable, to be filed in connection with the Transaction and which will be available under Harmony's SEDAR profile at www.sedar.com.

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 at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "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: all applicable shareholder, and regulatory approvals for the Transaction will be received. 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 which 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: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; 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. Except as required by law, the Company disclaims any intention and assumes no 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 contact:

Harmony Acquisitions Corp. 
Raymond D. Harari, CEO and Chairman
rdh@canaliscapital.com

DOMA BR S/A
Joao Alberto Medrado 
joao.medrado@domabr.com

Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All information provided in this press release relating to DOMA, including any information about its property and the surrounding area and information on its website, has been provided by management of DOMA and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a Definitive Agreement with DOMA in connection with the Transaction, 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 management information circular or 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 TSXV 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.

For further information: Ray Harari, CEO and Chairman, Email: rdh@canaliscapital.com, Phone: +507 6675 2221.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209877