
Power Leaves Completes Reverse Takeover of Atmofizer Technologies Inc.; Shares to Commence Trading on the CSE
Newsfile Corp
公開日時: Aug 31, 2026, 10:18 PM
Sentiment Analysis
Power Leaves Holdings Corp. (CSE: NASA) (formerly Atmofizer Technologies Inc.) (the " Company " or the " Resulting Issuer ") is pleased to announce the completion of its previously announced business combination with Power Leaves Corp. (" Power Leaves " or " PLC "), pursuant to which the Company acquired all of the issued and outstanding common shares of Power Leaves by way of reverse takeover (the " Transaction "). In connection with closing of the Transaction, the Company changed its name from "Atmofizer Technologies Inc." to "Power Leaves Holdings Corp." and now carries on the business of Power Leaves, a developer and manufacturer of decocainized coca leaf derivatives for the global food and beverage market. The Canadian Securities Exchange (the " CSE ") has conditionally approved the listing of the Resulting Issuer's common shares (the " Resulting Issuer Shares "). Subject to the satisfaction of the CSE's remaining listing conditions, the Resulting Issuer Shares are expected to commence trading on the CSE at market open on or around September 9, 2026 under the symbol "NASA". "We now have the capital to execute," said Pat McCutcheon, Chief Executive Officer of Power Leaves Holdings Corp. "For the past several years the constraint on this business hasn't been demand; it's been capacity. We have a commercial pipeline with flavour houses and consumer packaged goods companies that has been waiting on our ability to produce at volume and complete the certifications and quality audits those customers require. This financing goes directly into manufacturing equipment, quality systems and the processes that let us convert that pipeline into revenue." About The Transaction The Transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the Company, its wholly-owned subsidiary 1001572092 Ontario Inc. (" Subco ") and PLC, pursuant to a business combination agreement dated April 15, 2026, as amended on each of June 30, 2026 and July 31, 2026 (the " BCA "). Subco and PLC amalgamated to continue as one corporation named "Power Leaves Corp." (" Amalco "), which is now a wholly-owned subsidiary of the Resulting Issuer. In connection with the Transaction: Immediately prior to the effective time, each outstanding subscription receipt of PLC was automatically exchanged, without payment of additional consideration, for one unit of PLC comprised of one PLC common share and one PLC warrant; Each PLC common share was exchanged for one Resulting Issuer Share on a 1:1 basis, and each PLC warrant was exchanged for a replacement warrant of the Resulting Issuer on equivalent economic terms; Prior to the amalgamation, the Company completed a name change to "Power Leaves Holdings Corp." and a share consolidation on the basis of one post-consolidation share for every 12.6596 pre-consolidation shares (the " Consolidation "), such that former shareholders of Atmofizer hold an aggregate of 4,323,999 Resulting Issuer Shares, representing an implied value of C$1,500,000; and The Company completed its previously announced shares-for-debt settlements, issuing 37,109,336 common shares (on a pre-Consolidation basis) at a price of C$0.05 per share in full and final satisfaction of approximately C$1,855,467 of outstanding indebtedness. The Transaction is an arm's length transaction. Shareholders of PLC approved the amalgamation by special resolution at a meeting held on July 14, 2026, and shareholders of Atmofizer approved the Transaction, the Consolidation, the shares-for-debt settlements and the Resulting Issuer's new incentive compensation plan by written consent resolution on August 26, 2026. Capitalization of the Resulting Issuer Following completion of the Transaction, the Resulting Issuer has 211,126,776 Resulting Issuer Shares issued and outstanding (228,081,...
Source: Newsfile Corp
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