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

Executive Summary

• Atmofizer Technologies Inc. and Power Leaves Corp. have signed a non‑binding LOI for Atmofizer to acquire all outstanding securities of PLC in a reverse‑takeover transaction, creating the combined entity “Power Leaves Holdings Corp.”
• The proposed transaction is expected to close by end‑June 2026, subject to CSE approval and execution of a definitive agreement by 20 Mar 2026.
• Prior to closing, PLC will conduct a concurrent financing of up to US$3 million via subscription receipts priced at US$0.25 each, issuing units consisting of one common share and one warrant (US$0.30 exercise price, 24‑month term).

Key Details

• Transaction Structure: Reverse takeover – Atmofizer acquires all PLC securities; resulting issuer will continue PLC’s business under a new name.
• Closing Timeline: Expected before end of June 2026; definitive agreement to be signed by 20 Mar 2026.
• Fundamental Change: Transaction triggers a “Fundamental Change” under CSE policies; post‑closing shares anticipated to list on the CSE.
• Share Exchange Ratio: PLC securities will be exchanged for equivalent securities of the resulting issuer; Atmofizer shares may be consolidated or split at a ratio determined immediately before closing.
• Board Composition: Resulting issuer’s board to consist of five directors, all nominated by PLC.
• Concurrent Financing Terms:
• Gross proceeds up to US$3 million (or other amount as determined).
• Subscription receipts priced at US$0.25 each.
• Each receipt converts into one unit: one common share + one whole warrant (exercise price US$0.30, exercisable for 24 months from listing date).
• Net proceeds earmarked for scaling production capacity, implementing quality systems/certifications, working capital, and general corporate purposes.
• Escrow & Lock‑up Conditions:
• PLC founders/principals acquiring shares below certain price thresholds must lock up shares for 12 months.
• Certain Atmofizer shareholders to agree to lock‑ups on their shares (terms to be agreed).
• Legal Advisors: Wildeboer Dellelce LLP (PLC) and Gowling WLG (Canada) LLP (Atmofizer).
• Forward‑Looking Statements: The release contains numerous forward‑looking statements regarding completion of the transaction, financing, listing, and approvals; no assurance that the proposed transaction will be completed.

Notable Quotes

(No direct quotes were provided in the release.)