Power Leaves completes reverse takeover of Atmofizer Technologies

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, Ontario--(Newsfile Corp. - August 31, 2026) - Power Leaves Holdings Corp. (CSE: NASA) (formerly Atmofizer Technologies Inc.) (the " Company " or the " Resulting Issuer ") is pleased to announce the completion of its previously announced business combination with Power Leaves Corp. (" Power Leaves " or " PLC "), pursuant to which the Company acquired all of the issued and outstanding common shares of Power Leaves by way of reverse takeover (the " Transaction ").

In connection with closing of the Transaction, the Company changed its name from "Atmofizer Technologies Inc." to "Power Leaves Holdings Corp." and now carries on the business of Power Leaves, a developer and manufacturer of decocainized coca leaf derivatives for the global food and beverage market.

The Canadian Securities Exchange (the " CSE ") has conditionally approved the listing of the Resulting Issuer's common shares (the " Resulting Issuer Shares "). Subject to the satisfaction of the CSE's remaining listing conditions, the Resulting Issuer Shares are expected to commence trading on the CSE at market open on or around September 9, 2026 under the symbol "NASA".

"We now have the capital to execute," said Pat McCutcheon, Chief Executive Officer of Power Leaves Holdings Corp. "For the past several years the constraint on this business hasn't been demand; it's been capacity. We have a commercial pipeline with flavour houses and consumer packaged goods companies that has been waiting on our ability to produce at volume and complete the certifications and quality audits those customers require. This financing goes directly into manufacturing equipment, quality systems and the processes that let us convert that pipeline into revenue."

About The Transaction

The Transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the Company, its wholly-owned subsidiary 1001572092 Ontario Inc. (" Subco ") and PLC, pursuant to a business combination agreement dated April 15, 2026, as amended on each of June 30, 2026 and July 31, 2026 (the " BCA "). Subco and PLC amalgamated to continue as one corporation named "Power Leaves Corp." (" Amalco "), which is now a wholly-owned subsidiary of the Resulting Issuer.

In connection with the Transaction:

Immediately prior to the effective time, each outstanding subscription receipt of PLC was automatically exchanged, without payment of additional consideration, for one unit of PLC comprised of one PLC common share and one PLC warrant;

Each PLC common share was exchanged for one Resulting Issuer Share on a 1:1 basis, and each PLC warrant was exchanged for a replacement warrant of the Resulting Issuer on equivalent economic terms;

Prior to the amalgamation, the Company completed a name change to "Power Leaves Holdings Corp." and a share consolidation on the basis of one post-consolidation share for every 12.6596 pre-consolidation shares (the " Consolidation "), such that former shareholders of Atmofizer hold an aggregate of 4,323,999 Resulting Issuer Shares, representing an implied value of C$1,500,000; and

The Company completed its previously announced shares-for-debt settlements, issuing 37,109,336 common shares (on a pre-Consolidation basis) at a price of C$0.05 per share in full and final satisfaction of approximately C$1,855,467 of outstanding indebtedness.

The Transaction is an arm's length transaction. Shareholders of PLC approved the amalgamation by special resolution at a meeting held on July 14, 2026, and shareholders of Atmofizer approved the Transaction, the Consolidation, the shares-for-debt settlements and the Resulting Issuer's new incentive compensation plan by written consent resolution on August 26, 2026.

Capitalization of the Resulting Issuer

Following completion of the Transaction, the Resulting Issuer has 211,126,776 Resulting Issuer Shares issued and outstanding (228,081,313 on a fully diluted basis), held as follows:

The Resulting Issuer also has 1,215,296 finder warrants outstanding and 15,739,241 warrants outstanding, inclusive of 1,215,296 warrants issuable upon the exercise of finder warrants.

Concurrent Financing

In connection with the Transaction, PLC completed a non-brokered subscription receipt financing in three tranches — on March 13, 2026, April 30, 2026 and August 7, 2026 — issuing an aggregate of 12,621,380 subscription receipts at a price of US$0.25 per subscription receipt for aggregate gross proceeds of US$3,155,345 (the " Concurrent Financing ").

Immediately prior to the closing of the Transaction, the escrowed proceeds of the Concurrent Financing were released and each subscription receipt was automatically exchanged for one PLC unit, comprised of one PLC common share and one PLC warrant. Each replacement warrant of the Resulting Issuer is exercisable to acquire one Resulting Issuer Share at a price of US$0.30 until August 31, 2028, subject to acceleration in accordance with its terms.

Net proceeds of approximately US$3,025,000 will be applied to manufacturing equipment, quality systems and certifications, sales and marketing, product research and development, Transaction expenses and working capital and general corporate purposes.

Convertible Debenture Financing

On June 16, 2026 and July 22, 2026, the Company completed non-brokered private placements of unsecured, non-interest bearing convertible debentures for aggregate gross proceeds of C$660,000. The net proceeds were advanced to PLC by way of unsecured promissory notes to fund working capital, transaction expenses and general corporate purposes in advance of closing. On closing of the Transaction, the Company elected to convert the convertible debentures into units of the Resulting Issuer comprised of one Resulting Issuer Share and one Resulting Issuer warrant on terms economically equivalent to those of the Concurrent Financing and as a result, 1,902,565 units of the Resulting Issuer were issued to debenture holders.

Directors and Officers

Effective on closing, all directors and officers of Atmofizer resigned and were replaced by nominees of PLC. The board and management of the Resulting Issuer are as follows:

Pat McCutcheon — Chief Executive Officer, Director and Chair of the Board

Ahmed Shehata — President and Director

Chris Hobbs — Chief Financial Officer

Javier Giraldo — Independent Director

Pierre Pelletier — Independent Director

Inna Kaplun — Independent Director

Mr. McCutcheon is a co-founder of MediPharm Labs, where he served as President and Chief Executive Officer and led its growth into one of the largest cannabis extraction companies in the world, overseeing the construction of two GMP pharma-certified manufacturing facilities exporting to seven countries and leading capital raises totalling over $270 million.

The board of directors and management of the Resulting Issuer thank Olivier Centner and the outgoing directors and officers of Atmofizer for their service and their work in bringing the Transaction to completion.

Escrow and Lock-Up Arrangements

In accordance with section 8.8 of CSE Policy 8 — Fundamental Changes and Changes of Business, an aggregate of 23,979,555 Resulting Issuer Shares held by principal insiders of the Resulting Issuer have been placed into escrow with Odyssey Trust Company, as escrow agent, and will be released as to 10% on the listing date and 15% at each of 6, 12, 18, 24 and 30 months following the listing date, with the balance released 36 months following the listing date.

In addition, founders, directors and officers of PLC and certain PLC shareholders who acquired their shares below specified price thresholds have entered into voluntary lock-up agreements for a period of 12 months following closing, subject to customary exceptions and an early release trigger tied to the Resulting Issuer Shares achieving a volume weighted average trading price of at least US$0.45 for five consecutive trading days.

Further Information

Additional information regarding the Transaction, the Resulting Issuer and its business is contained in the Company's Form 2A Listing Statement dated August 28, 2026, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the CSE's website.

Advisors

Wildeboer Dellelce LLP acted as legal counsel to Power Leaves Corp. Gowling WLG (Canada) LLP acted as legal counsel to Atmofizer Technologies Inc.

About Power Leaves Holdings Corp.

The Company is breaking the monopoly on the supply of coca leaf extract and ushering in a new Age of Coca . Through an exclusive licence agreement with the Nasa Indigenous Community of the Indigenous Reserve of Calderas in Colombia, the Company has developed the first-ever legal Colombian supply chain for decocainized coca extract to supply the global food and beverage markets. Its infrastructure comprises three purpose-built facilities in the Neiva region of Colombia — a manufacturing campus for extraction and decocainization, an INVIMA-registered research and development facility, and an FDA-registered formulation and packaging facility. The Company is commercializing two proprietary products, Coca Extract and Coca Essence, as novel, all-natural ingredients for the global food and beverage market. For more information, visit www.powerleaves.com .

For additional information, please contact:

Power Leaves Holdings Corp. Pat McCutcheon, Chief Executive Officer +1 (705) 333-0526 shares@powerleaves.com

Cautionary Notes

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could," "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this press release include, but are not limited to: statements relating to the listing and commencement of trading of the Resulting Issuer Shares on the CSE and the timing thereof; the trading symbol of the Resulting Issuer; the satisfaction of the CSE's remaining listing conditions; the anticipated use of proceeds of the Concurrent Financing; the Resulting Issuer's plans to scale production capacity, implement quality systems and obtain certifications; the commencement of product distribution and the development of the Resulting Issuer's commercial pipeline; the duration and release of escrow and lock-up restrictions; and the composition of the board of directors and management of the Resulting Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the Resulting Issuer's dependence on its licence agreement with, and relationship with, the Nasa Indigenous community; reliance on licences and authorizations to operate in Colombia; supply chain, agricultural and seasonality risks; the concentration of operations in a single region of Colombia; import and distribution restrictions; the Resulting Issuer's ability to expand production capacity and complete required certifications and quality audits; the need for additional financing; and the delay or failure to receive any necessary regulatory or exchange approvals, including the approval of the CSE. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Unless otherwise indicated, all dollar amounts in this press release are expressed in United States dollars.

Neither the Canadian Securities Exchange nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of this release.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312304

TMX Newsfile

August 31, 2026 - 3:18 PM PDT

News by QuoteMedia

www.quotemedia.com