Harmony Acquisitions Corp. — Audit Report / Information 2025

Oct 16, 2025

Harmony Acquisitions Corp.

Financial Statements

For the years ended June 30, 2025, and 2024

(In Canadian Dollars)

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Independent Auditor's Report

MNP

To the Shareholders of Harmony Acquisitions Corp.:

Opinion

We have audited the financial statements of Harmony Acquisitions Corp. (the "Company"), which comprise the statements of financial position as at June 30, 2025 and June 30, 2024, and the statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2025 and June 30, 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements which indicates that the Company has no current operations and incurred a net loss during the year ended June 30, 2025. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

MNP LLP

50 Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2

T: 416.626.6000 F: 416.626.8650

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Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS® Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

50 Burnhamthorpe Road West, Suite 900, Mississauga, Ontario, L5B 3C2
T: 416.626.6000 F: 416.626.8650 MNP.ca
MNP

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• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Andrew Kevin Spidle.

Mississauga, Ontario
October 16, 2025

MNP LLP
Chartered Professional Accountants
Licensed Public Accountants

50 Burnhamthorpe Road West, Suite 900, Mississauga, Ontario, L5B 3C2
T: 416.626.6000 F: 416.626.8650 MNP.ca
MNP

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Harmony Acquisitions Corp.
Statements of Financial Position
As at June 30, 2025 and 2024
(in Canadian Dollars)

		June 30, 2025	June 30, 2024
Assets
Cash	$	72,031	117,953
	$	72,031	117,953
Liabilities
Accounts payable and accrued liabilities	$	23,058	19,323
Shareholders' Equity
Share capital, net of issuance costs (Note 4)		325,031	325,031
Options reserve (note 4)		55,056	55,056
Contributed surplus (note 4)		10,446	10,446
Accumulated deficit		(341,560)	(291,903)
		48,973	98,630
	$	72,031	117,953

Going concern (note 1)

Qualifying transaction (note 8)

Approved by the Board /s/ Raymond Harari /s/ Mark Goldhar
Director (Signed) Director (Signed)

The accompanying notes are an integral part of these financial statements.

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Harmony Acquisitions Corp.
Statements of Loss and Comprehensive Loss
For the years ended June 30, 2025 and 2024
(in Canadian Dollars)

	June 30, 2025	June 30, 2024
Expenses
Professional fees	$ 37,486	$ 38,928
Regulatory and filing fees	7,828	13,484
Office and sundry	2,965	-
Banking fees	1,378	2,023
Net loss and comprehensive loss	$ (49,657)	$ (54,435)
Net loss per share (basic and diluted)	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding (basic and diluted)	6,201,301	6,201,301

The accompanying notes are an integral part of these financial statements.

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Harmony Acquisitions Corp.
Statements of Changes in Shareholders' Equity
For the years ended June 30, 2025 and 2024
(in Canadian Dollars)

	Number of Shares	Share Capital	Options Reserve	Warrants Reserve	Contributed Surplus	Accumulated Deficit	Total
Balance, June 30, 2024	6,200,301	$ 325,031	$ 55,056	$ -	$ 10,446	$ (291,903)	$ 98,630
Net loss for the year	-	-	-	-	-	(49,657)	(49,657)
Balance, June 30, 2025	6,201,301	$ 325,031	$ 55,056	$ -	$ 10,446	$ (341,560)	$ 48,973
	Number of Shares	Share Capital	Options Reserve	Warrants Reserve	Contributed Surplus	Accumulated Deficit	Total
---	---	---	---	---	---	---	---
Balance, June 30, 2023	6,200,301	$ 325,031	$ 55,056	$ 10,446	$ -	$ (237,468)	$ 153,065
Warrants expired (note 4)	-	-	-	(10,446)	10,446	-	-
Net loss for the year	-	-	-	-	-	(54,435)	(54,435)
Balance, June 30, 2024	6,201,301	$ 325,031	$ 55,056	$ -	$ 10,446	$ (291,903)	$ 98,630

The accompanying notes are an integral part of these financial statements.

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Harmony Acquisitions Corp.
Statements of Cash Flows
For the years ended June 30, 2025 and 2024
(in Canadian Dollars)

	June 30, 2025	June 30, 2024
Cash flows from operating activities
Net loss for the year	$ (49,657)	$ (54,435)
Items not affecting cash;
Net changes in non-cash working capital
Change in accounts payable & accrued liabilities	3,735	(4,981)
Net cash used in operating activities	(45,922)	(59,416)
Net change in cash	(45,922)	(59,416)
Cash, beginning of the year	117,953	177,369
Cash, end of the year	$ 72,031	$ 117,953

The accompanying notes are an integral part of these financial statements.

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Harmony Acquisitions Corp.
Notes to the Financial Statements
For the years ended June 30, 2025, and 2024
(in Canadian Dollars)

1. INCORPORATION AND NATURE OF BUSINESS

Harmony Acquisitions Corp. (the "Company") was incorporated on May 7, 2021, under the Business Corporations Act (British Columbia) with registered offices at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5. The Company intends to carry on business as a Capital Pool Company, as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

The principal business of the Company is the identification and evaluation of assets or businesses with a view of completing a Qualifying Transaction (QT"). The Company has not commenced commercial operations and has no assets other than cash. The Company's continuing operations are dependent upon its ability to identify, evaluate, and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arms' length transaction, of the majority of the disinterested shareholders.

On October 16, 2025, the Board of Directors approved the financial statements for the years ended June 30, 2025, and 2024.

Going concern

These financial statements have been prepared on the basis that the Company will continue as a going concern. The Company has no current operations. The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, as at June 30, 2025, the Company had incurred a net loss of $49,657 (June 30, 2024 – $54,435) and has an accumulated deficit of $341,560 (June 30, 2024 – $291,903). These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern, and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business.

2. MATERIAL ACCOUNTING POLICY INFORMATION

Statement of Compliance

The financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Presentation

These financial statements are presented in Canadian dollars ("CAD"), which is the -Company's functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss ("FVTPL"), which is stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

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Harmony Acquisitions Corp.
Notes to the Financial Statements
For the years ended June 30, 2025 and 2024
(in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION- continued

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date of the Company becomes a party to the contractual provisions to the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

(a) Cash classified as assets at fair value and any period change in fair value is recorded in profit or loss.

(b) Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss (FVTPL) are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

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Harmony Acquisitions Corp.
Notes to the Financial Statements
For the years ended June 30, 2025, and 2024
(in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts. Cash held in trust is a level 1 financial instrument measured at fair value on the statement of financial position.

Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent that future recovery is probably. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probably that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Estimates

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates used in the financial statements.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

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Harmony Acquisitions Corp.
Notes to the Financial Statements
For the years ended June 30, 2025 and 2024
(in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION - continued

Warrants

The Company follows the relative fair value method with respect to the measurement of common shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in warrant reserve. Unit proceeds are allocated to common shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, is recorded as an increase to share capital. For any warrants that do not vest upon issuance, a forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

Share-based compensation

Equity-settled share-based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Company's expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share-based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

3. NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

A number of new standards, amendments to standards and interpretations are not yet effective at June 30, 2025, and have not been applied in preparing these financial statements. Management has determined that none of these will have a significant effect on the financial statements of the Company.

4. SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares.

As at June 30, 2025, the Company had 3,800,000 (June 30, 2024 – 3,800,000) common shares held in escrow.

Options

Options may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and are exercisable as determined by the Directors when the option is granted. Options expire within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option.

On December 21, 2021, the Company granted 620,000 options to its directors and officers which are exercisable within ten years from the date of grant at an exercise price of $0.10 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.28%, expected volatility of 100% and an expected life of ten years. The value attributed to these options was $55,056.

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Harmony Acquisitions Corp.
Notes to the Financial Statements
For the years ended June 30, 2025, and 2024
(in Canadian Dollars)

4. SHARE CAPITAL - continued

The following table reflects the actual stock options outstanding as at June 30, 2025:

Expiry Date	Exercise Price	Weighted Average Remaining Contractual Life (Years)	Number of Stock Options Outstanding	Number of Stock Options Vested (Exercisable)
December 21, 2031	$0.10	6.48	620,000	620,000
	$0.10	6.48	620,000	620,000

The Company recognized share-based payment expense related to the issuance of options for the year ended June 30, 2025, of $nil (June 30, 2024 - $nil).

Warrants

The continuity of the outstanding warrants is as follows:

	Number of warrants	Weighted Average Exercise Price ($)
Outstanding, June 30, 2023 and 2022	200,130	$0.10
Expired	(200,130)	($0.10)
Outstanding, June 30, 2025 and 2024	-	-

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company includes equity, comprised of share capital and accumulated deficit in the definition of capital.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Policy.

Risk Disclosures and Fair Values

The Company's financial instruments are carried at amortized cost and consist of accounts payable and accrued liabilities which approximate fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

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Harmony Acquisitions Corp.
Notes to the Financial Statements
For the years ended June 30, 2025 and 2024
(in Canadian Dollars)

6. RELATED PARTY TRANSACTIONS

Key management personnel are those who have authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly. For the years ended June 30, 2025, there were no fees paid to key management of the Company (June 30, 2024 - $nil).

7. INCOME TAXES

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of $26.5\%$ to the effective tax rate is as follows:

	June 30, 2025	June 30, 2024
Net Loss before recovery of income taxes	$(49,657)	$(54,435)
Expected income tax (recovery)	(13,159)	(14,425)
Change in tax benefits not recognized	13,159	14,425
Income tax (recovery)	$-	$-

Unrecognized deferred tax assets

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom:

	2025	2024
Share issuance costs	$17,020	$34,040
Non-capital tax losses	313,809	247,222

The non-capital tax losses expire as noted in the table below. Share issue costs will be fully amortized by 2026.

The Company's operating tax losses expire as follows:

2041	$ 22,262
2042	84,812
2043	64,835
2044	75,313
2045	66,587
	$ 313,809

8. QUALIFYING TRANSACTION

On May 21, 2024, the Company entered into a letter of intent with Doma BR S/A ("DOMA") regarding an arm's length Qualifying Transaction pursuant to which the Company would acquire all of the outstanding common shares of Doma by way of three-cornered amalgamation. On November 1, 2024, the Company announced the termination of the letter of intent with Doma.