Atmofizer Announces Non-Brokered Convertible Debenture Financing; Tied to Planned Power Leaves Business Combination & RTO

Atmofizer to also complete Shares-For-Debt Settlements with Creditors for up to $440,000 in Debt

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VANCOUVER, BC, June 9, 2026 /CNW/ - Atmofizer Technologies Inc. ("Atmofizer" or the "Company") (CSE: ATMO) (OTCPK: ATMFF) is pleased to announce that it intends to complete a non-brokered private placement of unsecured convertible debentures (the "Convertible Debentures") for aggregate gross proceeds of up to $500,000 (the "Financing"). The Financing is expected to close on or about June 15, 2026. The Company may complete one or more closings of additional tranches in the coming weeks and may upsize the Financing in its sole discretion.

Terms of the Convertible Debentures

The Convertible Debentures are unsecured, do not bear interest, and mature on the earlier of (i) ten (10) business days following closing of the previously announced proposed reverse takeover transaction between Atmofizer and Power Leaves Corp. ("PLC") (the "Proposed Transaction") or (ii) December 31, 2026.

Net proceeds of the Financing will be advanced by Atmofizer to PLC by way of an unsecured bridge loan (the "PLC Loan") to fund PLC's working capital requirements, transaction expenses and general corporate purposes in advance of the closing of the Proposed Transaction.

The Company may, at its sole discretion, elect to repay the principal amount of the Convertible Debentures either (i) in cash on the maturity date or (ii) if the Proposed Transaction is successfully completed, immediately by converting such principal amount into units of the Resulting Issuer (as defined below) ("Resulting Issuer Units"), on terms economically equivalent to the units being issued under PLC's previously announced non-brokered concurrent financing of subscription receipts (the "Concurrent Financing"). Each Resulting Issuer Unit will be comprised of one common share of the Resulting Issuer and one common share purchase warrant, with each warrant exercisable into one additional common share of the Resulting Issuer at a price of US$0.30 for a period of 24 months from closing of the Proposed Transaction.

The number of Resulting Issuer Units issuable upon conversion will be determined by reference to the Concurrent Financing offering price of US$0.25 per subscription receipt (converted to Canadian dollars based on the Bank of Canada exchange rate three business days prior to the date of conversion). As a result, holders of Convertible Debentures will receive the same number of Resulting Issuer Units as if they had subscribed for an equivalent dollar amount of subscription receipts in the Concurrent Financing.

If the Proposed Transaction is not completed or is otherwise terminated in accordance with the terms of the Business Combination Agreement (as defined below) prior to the maturity date of the Convertible Debentures, the Company may, at its sole discretion, assign its rights and obligations in and to the Convertible Debentures to PLC and PLC will, in satisfaction of the Bridge Loan, assume all the outstanding rights and obligations under the Convertible Debentures without any further action from or notice to the holders of the Convertible Debentures, in which case no Resulting Issuer Units or any other securities of Atmofizer will be issued or be issuable to a Convertible Debenture holder in repayment or conversion of the principal amount.

The Convertible Debentures are expected to be qualified investments for registered plans under the Income Tax Act (Canada), subject to the specific circumstances of each investor.

The Convertible Debentures and any securities issuable upon conversion thereof 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.

Shares-for-Debt Settlements

Atmofizer announces that it will also complete shares-for-debt settlements with certain creditors of the Company (collectively, the "Creditors") to settle an aggregate of up to $440,000 of outstanding indebtedness (collectively, the "Debt") through the issuance of up to 8,800,000 common shares of the Company (the "Debt Shares") at a conversion price of $0.05 per Debt Share.

None of the Creditors are "Related Persons" within the meaning of the policies of the Canadian Securities Exchange (the "CSE") nor will the issuance of any of the Debt Shares result in the creation of a new "Control Person" of the Company within the meaning of the polices of the CSE.

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 on or about June 17, 2026.

About the Proposed Transaction

As previously announced, Atmofizer entered into a definitive business combination agreement with PLC dated April 15, 2026 (the "Business Combination Agreement") in respect of the Proposed Transaction pursuant to which Atmofizer will acquire all of the issued and outstanding common shares of PLC through a three-cornered amalgamation under the Business Corporations Act (Ontario). At closing, Atmofizer will become the resulting issuer (the "Resulting Issuer") and is expected to carry on the business of PLC under the name "Power Leaves Holdings Corp.", or such other similar name as may be accepted by the applicable regulatory authorities.

In connection with the Proposed Transaction, the Resulting Issuer intends to seek listing of its common shares on the CSE, subject to satisfaction of applicable listing requirements and receipt of all required approvals. The parties expect a closing on or before June 30, 2026, unless otherwise agreed.

Completion of the Proposed Transaction remains subject to a number of customary conditions, including, among other things, receipt of all required shareholder, board, regulatory and exchange approvals, conditional approval of the CSE for the Proposed Transaction and the listing of the Resulting Issuer shares, completion of the Concurrent Financing in an amount sufficient to satisfy applicable exchange listing requirements, and the execution of applicable lock-up and escrow arrangements.

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 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.

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.

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 size, completion and use of proceeds of the Financing, the completion of the Proposed Transaction, listing of the Resulting Issuer shares on the Exchange, the completion and use of proceeds of the Concurrent Financing, the repayment of the Convertible Debentures, that the Convertible Debentures are expected to be qualified investments for registered plans under the Income Tax Act (Canada), the size, completion and number of shares issuable under the shares-for-debt settlements and obtaining the necessary approval of the CSE for the Proposed Transaction. 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; the delay or failure to receive any necessary shareholder, director or regulatory approvals and the failure to successfully complete the Proposed Transaction as contemplated. 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.

SOURCE Atmofizer Technologies Inc.

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