Atmofizer & Power Leaves Corp. Enter Into LOI for RTO; Target Public Listing in H1 2026

Vancouver, British Columbia–(Newsfile Corp. – February 17, 2026) – Atmofizer Technologies Inc. (CSE: ATMO) (OTC Pink: ATMFF) (“Atmofizer“) and Power Leaves Corp. (“PLC“, together with Atmofizer, the “Parties“) are pleased to announce the signing of a non-binding letter of intent (the “LOI“) dated February 16, 2026. The LOI outlines the key terms under which Atmofizer will acquire all of the issued and outstanding securities of PLC through a reverse takeover transaction (the “Proposed Transaction“).

Upon completion of the Proposed Transaction, the combined entity (the “Resulting Issuer“) will continue to carry on the business of PLC, under the name “Power Leaves Holdings Corp.” or such other name as may be approved by the board of directors of the Resulting Issuer. The Proposed Transaction will constitute a “Fundamental Change” of Atmofizer pursuant to the policies of the Canadian Securities Exchange (the “CSE” or “Exchange“). Following completion of the Proposed Transaction and subject to receipt of the necessary approvals of the Exchange, it is anticipated that the common shares of the Resulting Issuer will be listed for trading on the CSE.

Summary of the Proposed Transaction

Atmofizer and PLC have entered into the LOI, which sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The Proposed Transaction is subject to various conditions, including the parties entering into a definitive agreement (the “Definitive Agreement“) in respect of the Proposed Transaction by March 20, 2026. Atmofizer and PLC are acting at arm’s length in connection with the Proposed Transaction.

In connection with the Proposed Transaction, each outstanding security of PLC shall be exchanged for an equivalent security of the Resulting Issuer and each common share of Atmofizer (each a “Atmofizer Share“) shall, prior to the consummation of the Proposed Transaction, be consolidated or split, as applicable, based on a ratio to be determined immediately prior to the closing of the Proposed Transaction (“Closing“). The Closing is expected to occur before the end of June 2026.

The LOI also contemplates other material conditions precedent to Closing, including the completion of a concurrent financing by PLC (the “Concurrent Financing“).

Concurrent Financing

Prior to the Closing, PLC is expected to complete a concurrent financing (the “Concurrent Financing“) for gross proceeds of up to US$3 million (or such other amount as it may determine) pursuant to which PLC proposes to issue subscription receipts at a price of US$0.25 per subscription receipt. Upon the satisfaction of certain escrow release conditions tied to the completion of the Proposed Transaction, each subscription receipt shall entitle the holder thereof to automatically receive, without payment of additional consideration, one unit, with each unit comprised of one common share and one whole warrant exercisable at US$0.30 per share for a period of 24 months from the listing date, subject to acceleration. The net proceeds of the Concurrent Financing will be used to scale up production capacity, implement internal quality systems and certifications and for working capital and general corporate purposes.

The securities being offered pursuant to the Concurrent Financing have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Resulting Issuer Board of Directors

It is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of five directors, all of whom shall be the nominees of PLC.

Escrow Conditions

In addition to the escrow requirements of the Exchange and applicable securities laws, upon Closing, the following shares of the Resulting Issuer shall also be subject to the following lock-up conditions:

• PLC founders, principals and other shareholders who acquired their PLC shares at a price per share below certain thresholds shall agree to a 12-month lock-up on all such shares; and

• certain principal Atmofizer shareholders shall agree to a lock-up on all Atmofizer Shares held by them on terms to be agreed,

which such lock-up conditions shall be subject to customary exceptions and certain minimum price and volume trading thresholds for the Resulting Issuer shares, to be agreed by the parties.

There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Advisors

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 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. For more information, visit www.powerleaves.com.

For additional information about Power Leaves Corp., please contact:

Investor Relations
shares@powerleaves.com

About Atmofizer

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.

For additional information about Atmofizer, please contact:

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 Proposed Transaction, listing of the Resulting Issuer shares on the Exchange, the execution of the Definitive Agreement, the completion and use of proceeds of the Concurrent Financing, the proposed directors of the Resulting Issuer, and obtaining the necessary approval of the CSE. 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. 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.

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