Mr. Olivier Centner reports

ATMOFIZER CLOSES NON-BROKERED CONVERTIBLE DEBENTURE FINANCING FOR GROSS PROCEEDS OF $500,000; TIED TO PLANNED POWER LEAVES CORP. BUSINESS COMBINATION & RTO

Atmofizer Technologies Inc. has closed an initial tranche of its previously announced non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of $500,000. The company may complete one or more additional tranches in the coming weeks, which will upsize the financing, acting in its sole discretion.

Terms of the convertible debentures

The convertible debentures were issued on the terms previously disclosed by the company in its news release dated June 9, 2026.

Net proceeds of the financing will be advanced by Atmofizer to Power Leaves Corp. (PLC) by way of an unsecured bridge loan to finance PLC's working capital requirements, transaction expenses and general corporate purposes in advance of the closing of the proposed reverse takeover transaction between Atmofizer and PLC.

The company may, at its sole discretion, elect to repay the principal amount of the convertible debentures either: (i) in cash on the maturity date; or (ii) if the proposed transaction is successfully completed, immediately by converting such principal amount into units of the resulting issuer (as defined below), on terms economically equivalent to the units being issued under PLC's previously announced non-brokered concurrent financing of subscription receipts. Each resulting issuer unit will comprise one common share of the resulting issuer and one common share purchase warrant, with each warrant exercisable into one additional common share of the resulting issuer at a price of 30 U.S. cents for a period of 24 months from closing of the proposed transaction.

The number of resulting issuer units issuable upon conversion will be determined by reference to the concurrent financing offering price of 25 U.S. cents per subscription receipt (converted to Canadian dollars based on the Bank of Canada exchange rate three business days prior to the date of conversion). As a result, holders of convertible debentures will receive the same number of resulting issuer units as if they had subscribed for an equivalent dollar amount of subscription receipts in the concurrent financing.

If the proposed transaction is not completed or is otherwise terminated in accordance with the terms of the business combination agreement (as defined below) prior to the maturity date of the convertible debentures, the company may, at its sole discretion, assign its rights and obligations in and to the convertible debentures to PLC, and PLC will, in satisfaction of the PLC loan, assume all the outstanding rights and obligations under the convertible debentures without any further action from or notice to the holders of the convertible debentures, in which case no resulting issuer units or any other securities of Atmofizer will be issued or be issuable to a convertible debenture holder in repayment or conversion of the principal amount.

The convertible debentures are expected to be qualified investments for registered plans under the Income Tax Act (Canada), subject to the specific circumstances of each investor.

The convertible debentures and any securities issuable upon conversion thereof 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.

About the proposed transaction

As previously announced, Atmofizer entered into a definitive business combination agreement with PLC dated April 15, 2026, in respect of the proposed transaction pursuant to which Atmofizer will acquire all of the issued and outstanding common shares of PLC through a three-cornered amalgamation under the Business Corporations Act (Ontario). At closing, Atmofizer will become the resulting issuer and is expected to carry on the business of PLC under the name Power Leaves Holdings Corp. or such other similar name as may be accepted by the applicable regulatory authorities.

In connection with the proposed transaction, the resulting issuer intends to seek listing of its common shares on the Canadian Securities Exchange, subject to satisfaction of applicable listing requirements and receipt of all required approvals. The parties expect a closing on or before June 30, 2026, unless otherwise agreed.

Completion of the proposed transaction remains subject to a number of customary conditions, including, among other things, receipt of all required shareholder, board, regulatory and exchange approvals, conditional approval of the CSE for the proposed transaction and the listing of the resulting issuer shares, completion of the concurrent financing in an amount sufficient to satisfy applicable exchange listing requirements, and the execution of applicable lock-up and escrow arrangements.

Advisers

Wildeboer Dellelce LLP is acting as legal counsel to PLC in connection with the proposed transaction and the concurrent financing. Gowling WLG (Canada) LLP is acting as legal counsel to Atmofizer in connection with the proposed transaction.

About Atmofizer Technologies Inc.

Atmofizer's consumer and industrial solutions are based on its patent-protected and patent-pending technology for ultrafine particle agglomeration and neutralization. This capability creates a revolutionary and more efficient method for addressing the wide range of dangerous nano-scale particles, viruses and bacteria that are too small to be effectively managed by conventional HEPA filters and ultraviolet lights.

About Power Leaves Corp.

Founded in 2019, Power Leaves is breaking the monopoly on the supply of coca leaf extract and ushering in a new age of coca. Through an exclusive agreement with an indigenous community, Power Leaves has developed the first-ever legal Colombian supply chain for decocainized coca extract to supply the global food and beverage markets. Through its established infrastructure, Power Leaves is developing and manufacturing proprietary formulations of coca extract and essence that offer an exceptional taste profile and an all-natural source of protein, nutrients and positive health benefits.

We seek Safe Harbor.