Vancouver, British Columbia — February 17, 2026 — Leads & Copy — Atmofizer Technologies Inc. (CSE: ATMO) and Power Leaves Corp. (PLC) have signed a non-binding letter of intent for Atmofizer to acquire all issued and outstanding securities of PLC through a reverse takeover transaction.
The letter of intent, dated February 16, 2026, outlines the key terms of the proposed transaction. Upon completion, the combined entity will continue PLC’s business under the name “Power Leaves Holdings Corp.” or another name approved by the Resulting Issuer’s board.
The proposed transaction is considered a “Fundamental Change” of Atmofizer under Canadian Securities Exchange policies. Subject to exchange approvals, the Resulting Issuer’s common shares are expected to be listed for trading on the CSE.
According to the LOI, each outstanding security of PLC will be exchanged for an equivalent security of the Resulting Issuer. Before the transaction’s completion, each Atmofizer share will be consolidated or split based on a ratio determined just before closing, which is expected by the end of June 2026.
Completion of the Proposed Transaction is conditional, including the parties entering into a definitive agreement by March 20, 2026. Atmofizer and PLC are operating at arm’s length.
The LOI contemplates other conditions, including PLC completing a concurrent financing. PLC plans to raise up to US$3 million through a concurrent financing, issuing subscription receipts at US$0.25 each. Upon satisfaction of escrow release conditions tied to the transaction, each subscription receipt will automatically convert into one unit, comprised of one common share and one warrant exercisable at US$0.30 per share for 24 months from the listing date, subject to acceleration.
The net proceeds will be used to scale up production capacity, implement internal quality systems and certifications, and for working capital and general corporate purposes.
The Resulting Issuer’s board of directors will consist of five directors, all nominees of PLC.
Upon closing, shares of the Resulting Issuer will be subject to lock-up conditions, in addition to exchange and securities laws requirements: PLC founders, principals and shareholders who acquired PLC shares below certain price thresholds will agree to a 12-month lock-up, and certain principal Atmofizer shareholders will agree to a lock-up on all Atmofizer Shares held by them on terms to be agreed. The lock-up conditions are subject to customary exceptions and minimum price and volume trading thresholds.
Wildeboer Dellelce LLP is legal counsel to PLC for the Proposed Transaction and Concurrent Financing. Gowling WLG (Canada) LLP is legal counsel to Atmofizer.
Power Leaves Corp., founded in 2019, aims to establish a legal Colombian supply chain for decocainized coca extract for the global food and beverage markets through an exclusive agreement with an Indigenous community. Power Leaves develops and manufactures proprietary formulations of coca extract and essence.
Atmofizer’s solutions are based on its technology for ultrafine particle agglomeration and neutralization.
There is no assurance the Proposed Transaction will be completed as proposed or at all.
Source: Atmofizer Technologies Inc.
