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

Core Viewpoint - Harmony Acquisitions Corp. has entered into a letter of intent with DOMA BR S/A to pursue a business combination that will constitute a reverse take-over, qualifying as a "Qualifying Transaction" under TSX Venture Exchange policies [1][8]. Group 1: Company Overview - Harmony Acquisitions Corp. is a Capital Pool Company incorporated in British Columbia, with no commercial operations or assets other than cash [3]. - DOMA BR S/A is a Brazilian real estate investment company focused on acquiring and developing forestlands in the Amazon Rainforest for carbon offset production, with a foundational asset of approximately 12,000 hectares [2]. Group 2: Transaction Details - The transaction will be structured as a share purchase, amalgamation, reverse take-over, merger, or other arrangements, with the final structure to be determined based on various factors [4]. - DOMA plans to conduct a private placement financing in connection with the transaction, with the price per security to be mutually agreed upon [5]. - A definitive agreement will be established to outline the terms and conditions of the transaction, including customary representations and warranties [6]. Group 3: Regulatory and Approval Aspects - Shareholder approval is not required under TSXV rules, but corporate law may necessitate a meeting of Harmony's shareholders prior to closing [7]. - The transaction is not classified as a Non-Arm's Length Qualifying Transaction under TSXV policies [8]. - Completion of the transaction is subject to TSXV acceptance and, if applicable, majority of minority shareholder approval [13].