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Atmofizer Technologies Inc. — M&A Activity 2026
Apr 22, 2026
42946_rns_2026-04-22_214c57a3-1475-41ab-b040-32d88349930f.pdf
M&A Activity
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Atmofizer Technologies Inc. ("Atmofizer")
Suite 2300, 550 Burrard Street
Vancouver BC V6C 2B5
Item 2 Date of Material Change
April 15, 2026
Item 3 News Release
A news release dated April 15, 2026 was disseminated through TMX Newsfile and filed on SEDAR+.
Item 4 Summary of Material Change
Atmofizer has entered into a definitive business combination agreement dated April 15, 2026 (the "Definitive Agreement") with Power Leaves Corp. ("PLC" and together with Atmofizer, the "Parties") for a proposed reverse takeover transaction (the "Proposed Transaction"). The Definitive Agreement contemplates that Atmofizer will become the issuer resulting from the Proposed Transaction (the "Resulting Issuer"), will seek listing of the shares of the Resulting Issuer on the Canadian Securities Exchange (the "CSE"), and will carry on the business of PLC under the name "Power Leaves Holdings Corp." if the Proposed Transaction is completed. Additionally, Peter Simeon resigned from the board of directors of Atmofizer, effective April 12, 2026.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Proposed Transaction
Atmofizer has entered into the Definitive Agreement dated April 15, 2026 with PLC in respect of the Proposed Transaction. The Definitive Agreement contemplates that Atmofizer will acquire all of the issued and outstanding common shares of PLC through an amalgamation of PLC and a wholly-owned subsidiary of Atmofizer ("Subco") under the Business Corporations Act (Ontario), with the amalgamated entity becoming a wholly-owned subsidiary of Atmofizer. The Definitive Agreement contemplates that Atmofizer will become the Resulting Issuer, will seek listing of the shares of the Resulting Issuer on the CSE, and will carry on the business of PLC under the name "Power Leaves Holdings Corp." if the Proposed Transaction is completed.
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 change of Atmofizer's name and share consolidation/split; completion of a concurrent financing in an
amount sufficient to satisfy applicable exchange listing requirements; Atmofizer having no indebtedness at closing and maintaining the required minimum working capital balance after payment of transaction-related expenses; and the execution of applicable lock-up and escrow arrangements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Director Resignation
Peter Simeon resigned from the board of directors of Atmofizer, effective April 12, 2026.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Olivier Centner
Chief Executive Officer
305-902-1858
Item 9 Date of Report
April 22, 2026