Mr. Olivier Centner reports

ATMOFIZER TECHNOLOGIES INC. SEEKING SHAREHOLDER APPROVAL OF BUSINESS COMBINATION

Atmofizer Technologies Inc. will seek approval from its shareholders by way of written consent from shareholders holding more than 50 per cent of the voting shares on or about Aug. 27, 2026, in relation to the company's proposed business combination with Power Leaves Corp., 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, 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. Upon closing of the business combination, the company will carry on the business of PLC under the name Power Leaves Holdings Corp. The company expects closing of the business combination to occur on or about Aug. 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 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.

Approval of shares-for-debt settlements

The company is seeking shareholder approval of 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 is required under the policies of the Canadian Securities Exchange 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 postconsolidation share for up to 14 preconsolidation shares. The company is seeking shareholder approval of the consolidation as a consolidation ratio greater than 10 preconsolidation shares for every one postconsolidation 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 per cent of the voting shares is permitted pursuant to Section 4.6(1)(b) of Policy 4 of the CSE.

We seek Safe Harbor.