Atmofizer & Power Leaves Corp. Enter Into LOI for RTO; Target Public Listing in H1 2026

Core Viewpoint - Atmofizer Technologies Inc. has signed a non-binding letter of intent to acquire Power Leaves Corp. through a reverse takeover transaction, which will result in the formation of a new entity named Power Leaves Holdings Corp. [1][2] Proposed Transaction - The Proposed Transaction is outlined in a letter of intent (LOI) and is subject to various conditions, including the execution of a definitive agreement by March 20, 2026 [3]. - The transaction will be classified as a "Fundamental Change" under Canadian Securities Exchange policies [2]. - The closing of the transaction is expected to occur before the end of June 2026 [4]. Securities Exchange and Financing - Each outstanding security of PLC will be exchanged for an equivalent security of the Resulting Issuer, and Atmofizer shares will be consolidated or split based on a determined ratio prior to closing [4]. - PLC plans to complete a concurrent financing for gross proceeds of up to US$3 million, issuing subscription receipts at US$0.25 each [6]. - Upon meeting certain conditions, each subscription receipt will convert into a unit consisting of one common share and one warrant exercisable at US$0.30 for 24 months [6]. Resulting Issuer Structure - The Resulting Issuer's board of directors is expected to consist of five directors, all nominated by PLC [8]. - Lock-up conditions will apply to certain shares of the Resulting Issuer upon closing, subject to customary exceptions [9][15]. Company Background - Power Leaves Corp. specializes in the legal supply chain of decocainized coca extract, targeting the global food and beverage markets [12]. - Atmofizer focuses on technology for ultrafine particle agglomeration and neutralization, addressing dangerous nano-scale particles [13].