Atmofizer Technologies Inc. (“Atmofizer” or the “Company”) (CSE: ATMO) (OTCPK: ATMFF) is pleased to announce that it will be seeking approval from its shareholders by way of written consent from shareholders holding more than 50% of the voting shares on or about August 27, 2026 in relation to the Company’s proposed business combination with Power Leaves Corp. (“PLC”), the new incentive compensation plan of the Resulting Issuer (as defined herein), proposed shares-for-debt settlements and the Consolidation (as defined below).
Business Combination
The Company is seeking shareholder approval of the business combination agreement dated April 15, 2026, as amended by an amending agreement dated June 30, 2026 and further amended by a second amending agreement dated July 31, 2026 (collectively, the “BCA”) among Atmofizer, PLC and 1001572092 Ontario Inc., a wholly-owned subsidiary of Atmofizer, in respect of a business combination pursuant to which Atmofizer will acquire PLC by way of reverse takeover (the “Business Combination”). Upon closing of the Business Combination, the Company will carry on the business of PLC under the name “Power Leaves Holdings Corp.” (the “Resulting Issuer”). The Company expects closing of the Business Combination to occur on or about August 31, 2026. The terms of the BCA are more fully described in the Company’s press release dated April 15, 2026, announcing the BCA.
New Incentive Compensation Plan
The Company is seeking shareholder approval of the adoption of a new omnibus equity incentive compensation plan for the Resulting Issuer (the “New Incentive Compensation Plan”) to attract, retain and motivate directors, officers, employees and consultants of the Resulting Issuer and its affiliates. The New Incentive Compensation Plan will replace the Company’s existing omnibus incentive compensation plan and will become effective upon completion of the Business Combination. A description of the material terms of the New Incentive Compensation Plan will be available in the Company’s listing statement on Form 2A in respect of the Business Combination, a copy of which will be available under Atmofizer’s SEDAR+ profile at www.sedarplus.ca.
Approval of Shares-for-Debt Settlements
The Company is seeking shareholder approval of the settlement of outstanding debt with certain creditors of the Company (the “Shares-for-Debt Settlements”), pursuant to which the Company will issue 37,109,336 common shares of the Company (the “Debt Shares”) at an issue price of C$0.05 per Debt Share in full and final satisfaction of an aggregate of $1,855,466.84 of outstanding indebtedness. Shareholder approval of the Shares-for-Debt Settlements is required under the policies of the CSE because the number of common shares being issued under the Shares-for-Debt Settlements will be greater than the current number of issued and outstanding common shares of the Company.
The Debt Shares will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Closing of the Shares-for-Debt Settlements is expected to occur immediately prior to or concurrent with the closing of the Business Combination.
Consolidation
In connection with the Business Combination, the Company intends to consolidate its issued and outstanding common shares on the basis of one (1) post-consolidation share for up to fourteen (14) pre-consolidation shares (the “Consolidation”). The Company is seeking shareholder approval of the Consolidation, as a consolidation ratio greater than ten (10) pre-Consolidation shares for every one (1) post-Consolidation share requires the approval of shareholders pursuant to section 4.6(8)(a) of Policy 4 of the CSE.
Shareholder approval of each of the Business Combination, New Incentive Compensation Plan, the Shares-for-Debt Settlements and the Consolidation is required pursuant to the policies of the CSE. Satisfaction of shareholder approval by way of a written consent resolution signed by shareholders holding more than 50% of the voting shares is permitted pursuant to section 4.6(1)(b) of Policy 4 of the CSE.
Source : Atmofizer Technologies Inc.
