Mr. Olivier Centner reports
ATMOFIZER TECHNOLOGIES INC. ANNOUNCES CLOSING OF ADDITIONAL TRANCHE OF CONVERTIBLE DEBENTURE FINANCING AND SHARES FOR DEBT SETTLEMENTS
Atmofizer Technologies Inc. has closed an additional tranche of its previously announced non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of $160,000. The convertible debentures were issued on the terms previously disclosed in the company's news releases dated June 9, 2026, and June 17, 2026, to which reference should be made. Net proceeds of the additional tranche will be advanced by Atmofizer to Power Leaves Corp. 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 previously announced by the company.
The convertible debentures and any securities issuable upon conversion thereof are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
Shares-for-debt settlements
Further to the company's news release dated June 9, 2026, the company has completed its previously announced shares-for-debt settlements with certain creditors of the company. Pursuant to the shares-for-debt settlements, the company has issued an aggregate of 8.8 million common shares at a deemed price of five cents per debt share, which issuance represents the full and final settlement of outstanding indebtedness in the aggregate amount of $440,000.
The debt shares are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities legislation.
None of the creditors under the shares-for-debt settlements are related parties of the company within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) or related persons within the meaning of the policies of the Canadian Securities Exchange.
We seek Safe Harbor.
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