Atmofizer Technologies Inc. Seeking Shareholder Approval of Business Combination

Atmofizer Technologies Inc. Seeking Shareholder Approval of Business Combination

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VANCOUVER, BC, Aug. 21, 2026 /CNW/ -- 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. 

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 completion of the Business Combination; the implementation of the New Incentive Compensation Plan upon completion of the Business Combination; the size, completion and number of shares issuable under the Shares-for-Debt Settlements; the completion of the Consolidation; obtaining the necessary approval of shareholders; and obtaining the necessary approval of the CSE for the Business Combination. 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; and the delay or failure to receive any necessary shareholder, director or regulatory approvals including the approval of the Canadian Securities Exchange. 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, Atmofizer assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

SOURCE Atmofizer Technologies Inc.