Mr. Olivier Centner reports

ATMOFIZER TECHNOLOGIES INC. ANNOUNCES SHAREHOLDER APPROVAL AND CONDITIONAL CSE APPROVAL OF BUSINESS COMBINATION, NEW INCENTIVE COMPENSATION PLAN AND SHARES-FOR-DEBT SETTLEMENTS

Atmofizer Technologies Inc.'s shareholders have approved, by written consent resolution signed by shareholders holding more than 50 per cent of the voting shares, the company's proposed business combination with Power Leaves Corp., the new incentive compensation plan of the resulting issuer (as defined herein) and proposed shares-for-debt settlements. The company is also pleased to announce that it has received conditional approval of the Canadian Securities Exchange for the business combination and the listing of the common shares of the resulting issuer (as defined below).

Business combination

Shareholders have approved 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, 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 a reverse takeover. Upon closing of the business combination, the company will carry on the business of PLC under the name Power Leaves Holdings Corp. The terms of the BCA are more fully described in the company's press release dated April 15, 2026, announcing the BCA.

The company expects closing of the business combination to occur on or about Aug. 31, 2026.

New incentive compensation plan

Shareholders have approved the adoption of a new omnibus equity incentive compensation plan for the resulting issuer 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. For a description of the material terms of the new incentive compensation plan, please see the company's listing statement on Form 2A in respect of the business combination, a copy of which is available under Atmofizer's SEDAR+ profile.

Approval of shares-for-debt settlements

Shareholders have approved the settlement of outstanding debt with certain creditors of the company, pursuant to which the company will issue 37,109,336 common shares of the company at an issue price of five cents 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 was 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.

Certain of the shares-for-debt settlements constitute related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as they involve the settlement of indebtedness owing to Joshua Helman, a director of the company, Meadows Consulting Inc., an entity affiliated with Brian Meadows, the chief financial officer of the company, and 50c Management Inc., an entity affiliated with Olivier Centner, the chief executive officer and a director of the company, each of whom is a related party of the company within the meaning of MI 61-101. The company is relying on the exemption from the formal valuation requirement in Section 5.5(a) of MI 61-101 and the exemption from the minority shareholder approval requirement in Section 5.7(1)(a) of MI 61-101, in each case on the basis that the fair market value of both the indebtedness attributable to and the debt shares to be received by such related parties, in connection with the shares-for-debt settlements, does not exceed 25 per cent of the company's market capitalization at the time the transactions were agreed to.

Consolidation

Shareholders have approved the consolidation of the company's issued and outstanding common shares on the basis of one postconsolidation share for up to 14 preconsolidation shares in connection with the business combination.

Shareholder approval of each of the business combination, new incentive compensation plan, the shares-for-debt settlements and the consolidation was 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 per cent of the voting shares was permitted pursuant to Section 4.6(1)(b) of Policy 4 of the CSE.

Conditional approval of the CSE

The company has received conditional approval from the CSE for the business combination and the listing of the common shares of the resulting issuer on the CSE. The listing of the resulting issuer's common shares remains subject to the resulting issuer fulfilling all of the requirements of the CSE, including completion of the business combination and satisfaction of the conditions set out in the CSE's conditional approval letter. Trading in the company's common shares is currently halted, and is expected to resume upon completion of the business combination and the satisfaction of the CSE's listing conditions.

We seek Safe Harbor.