Atmofizer Signs Definitive Agreement for Business Combination with House of Doge After Announcement of an Exclusive Partnership with Dogecoin Foundation

Rhea-AI Summary

Atmofizer Technologies Inc. (CSE: ATMO) (OTC Pink: ATMFF) has announced a significant business transformation through a definitive agreement with House of Doge Inc. dated March 3, 2025. The agreement outlines a stock-for-stock merger reverse-takeover transaction, where Atmofizer will acquire House of Doge, following House of Doge's exclusive partnership with the Dogecoin Foundation.

Post-merger, the combined entity will:

• Operate under House of Doge's business model
• Undergo a name change to 'House of Doge Inc.'
• Delist from the Canadian Securities Exchange
• Seek new listings on Cboe Canada and Nasdaq

Positive

• Strategic partnership with Dogecoin Foundation as official corporate arm
• Planned uplisting to major exchanges (Nasdaq)
• Expansion into cryptocurrency sector through reverse merger

Negative

• Delisting from current exchange (CSE)
• Potential shareholder dilution through stock-for-stock merger

Dogecoin Foundation Designates "House of Doge" as Its Official Corporate Arm To Drive Adoption And Community Value

Vancouver, British Columbia--(Newsfile Corp. - March 3, 2025) - Atmofizer Technologies Inc. (CSE: ATMO) (OTC Pink: ATMFF) ("Atmofizer") is pleased to announce that it has entered into a definitive business combination agreement dated March 3, 2025 (the "Definitive Agreement") with House of Doge Inc. ("House of Doge") and Doge Merger Sub, Inc. ("Merger Sub"), a direct and wholly owned subsidiary of Atmofizer. Under the terms of the Definitive Agreement, Atmofizer will acquire House of Doge in a stock-for-stock merger reverse-takeover transaction, following which merger, Atmofizer as the combined company (the "Company") will, among other things, carry on the business of House of Doge, change its name to "House of Doge Inc." or such other name as Atmofizer and House of Doge may agree, and apply to delist its common shares ("Company Shares") from the Canadian Securities Exchange and list on Cboe Canada and Nasdaq (the "Transaction").

About House of Doge

House of Doge has entered into an exclusive partnership with the Dogecoin Foundation, aimed at accelerating the adoption of Dogecoin ($DOGE) as a globally accepted currency. This partnership designates House of Doge as the official commercialization partner of the Dogecoin Foundation, with a mission to integrate Dogecoin into mainstream commerce, corporate ecosystems, and everyday transactions around the world.

As the official corporate partner of the Dogecoin Foundation, House of Doge will focus on advancing the adoption of Dogecoin by enhancing its utility through real-world applications. The partnership is built on the shared vision of transforming Dogecoin into a decentralized, accessible digital currency for everyday use worldwide and to Do Only Good Everday, on a larger scale.

Additional details on the nature of the exclusive partnership with the Dogecoin Foundation, House of Doge business pillars and initial board appointments are expected to be released later this week.

Transaction Details

The Transaction has been unanimously approved by the Board of Directors of Atmofizer, House of Doge and Merger Sub and is expected to close in the second quarter of 2025, subject to the receipt of Atmofizer shareholder approval, House of Doge stockholder approval, applicable regulatory approvals, including approval of the Company's listing application to be filed with each of Cboe Canada, Nasdaq or such other recognized stock exchanges in Canada and the U.S. as House of Doge and Atmofizer may agree, certain third-party consents and other customary closing conditions.

In accordance with the terms of the Definitive Agreement, among other things, (a) Atmofizer will effect a name change to "House of Doge Inc." or such other name as Atmofizer and House of Doge may agree, (b) Atmofizer will amend its authorized share structure to create a new class of non-voting common shares, (c) House of Doge will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation after the merger and a direct and wholly owned subsidiary of the Company; (d) the Board of Directors of the Company will be reconstituted as described herein; (e) the Company will file a registration statement with the U.S. Securities and Exchange Commission in respect of the Company Shares to be issued under the Definitive Agreement; and (f) the Company will apply to list the Company Shares on Cboe Canada and Nasdaq or such other recognized stock exchanges in Canada and the U.S. as House of Doge and Atmofizer may agree after delisting from the Canadian Securities Exchange.

As a result of the proposed merger, among other things, the shares of common stock of House of Doge will be exchanged for Company Shares, and any and all convertible securities of House of Doge will be automatically converted into and exchanged for the right to receive convertible securities of the Company, with each such security entitling the holder thereof to receive Company Shares upon conversion or exercise thereof.

At closing of the Transaction, former Atmofizer shareholders are expected to hold an aggregate of $1,200,000 of the equity value of the Company and former House of Doge stockholders will hold all other issued and outstanding Company Shares.

The trading of the Company Shares will remain halted on the Canadian Securities Exchange until further notice.

Advisors

Gowling WLG (Canada) LLP and Dorsey & Whitney LLP are serving as legal counsel to Atmofizer and House of Doge, respectively.

About Atmofizer Technologies Inc.

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. Atmofizer plans to disrupt the air treatment industry by improving air safety and purification efficiency while lowering customers' operational costs.

Atmofizing air refers to the process of using ultrasonic acoustic waves to agglomerate (cluster together) small particles into a larger target that is then radiated by ultraviolet light to neutralize their harmful properties. Using units that atmofize air in tandem with HEPA filters can make the HEPA filters work more efficiently, enable the use of a less-powerful filter and result in a cleaner and longer-lasting filter that reduces operating costs and is less of a health hazard to clean or replace.

Atmofizer is patent-pending and patent-protected sole source of technology to atmofize air and is applying its proprietary technology in consumer and industrial air purification products currently manufactured under the Atmofizer brand, as well as in retail and commercial devices produced by other companies that integrate Atmofizer technology into their own products under license. Atmofizer's owned and licensed product lines include wearable, portable and mobile use for personal air treatment, as well as larger systems to handle higher air volumes for commercial, industrial, institutional and residential applications.

For additional information about Atmofizer, please contact:

Olivier Centner
Chief Executive Officer
Telephone: 305-902-1858
Email: info@atmofizer.com

For Media Inquiries and Investor Relations, please contact:

Email: info@atmofizer.com

About House of Doge Inc.

At House of Doge we believe the future of money is already digital, and with Dogecoin's speed and efficiency, it's the ideal solution for the modern financial ecosystem. Our goal is to make Dogecoin a widely accepted decentralized currency for everyday use worldwide. To achieve this, House of Doge focuses on aggregating Dogecoin liquidity through robust operations in the U.S., creating a strategic reserve that will support its seamless use in commerce and government transactions. We are building the infrastructure necessary to ensure secure, efficient, and scalable Dogecoin transactions.

For additional information about House of Doge, please contact:

Brad Morris
Director
Telephone: 289-242-2124
Email: brad@houseofdoge.com

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The forward-looking information in this release include, but is not limited to, statements regarding receipt of the approval of the Atmofizer shareholders and the House of Doge stockholders for the Transaction as well as all other applicable regulatory approvals, closing of the Transaction on a timely basis and on the terms as announced, the benefits of the Transaction, the expected valuation of the Transaction, the benefits of the growth strategy including the integration of Dogecoin into payment applications, the anticipated launch of a Dogecoin Exchange-Traded Fund (ETF), the development and growth of Dogecoin's infrastructure and other statements regarding future plans and objectives of each of House of Doge and the Company. Any statements that involve 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", "prospects", "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 information.

The Company has not yet submitted an application to list its securities on Cboe Canada, Nasdaq or any other stock exchange, and has not submitted an application to delist its securities from the Canadian Securities Exchange.

This forward-looking information is based on assumptions and estimates of management of each of House of Doge and Atmofizer at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of each of House of Doge and Atmofizer to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to: receipt of the approval of the Atmofizer shareholders and the House of Doge stockholders for the Transaction, the approval of Cboe Canada and Nasdaq for the listing of the Company Shares as well as other applicable regulatory approvals; that the Transaction may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the parties for a number of reasons including, without limitation, as a result of a failure to satisfy the conditions to closing of the Transaction; the inability of the Company to operate the House of Doge business as anticipated following consummation of the Transaction; expansion of the integration of Dogecoin into digital commerce may not materialize as currently anticipated, or at all; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power to operate cryptocurrency mining assets; the risks of an increase in electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the jurisdictions in which Atmofizer, House of Doge and the Company operate and are expected to operate and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including each of Atmofizer's, House of Doge's or the Company's ability to utilize an at-the-market offering program (each, an "ATM Program") and the prices at which securities may be sold in each such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent any of Atmofizer, House of Doge or the Company from operating its business, or make it more costly to do so.

Although each of Atmofizer and House of Doge has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Atmofizer or House of Doge, as applicable. 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 any forward-looking information. Neither Atmofizer nor House of Doge undertakes any obligation to revise or update any forward-looking information other than as required by law.

Additional Information about the Transaction and Where to Find It

This communication relates to a proposed merger between Atmofizer and House of Doge.

A copy of the Definitive Agreement is publicly available and filed on Atmofizer's profile at www.sedarplus.ca.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in Solicitation Relating to the Transaction

Atmofizer, House of Doge, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from Atmofizer's shareholders and House of Doge's stockholders in respect of the Transaction. Information regarding Atmofizer's directors and executive officers can be found in Atmofizer's filings on its profile at www.sedarplus.ca. This communication may be deemed to be solicitation material in respect of the Transaction.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243067

FAQ

What are the key terms of the Atmofizer (ATMFF) and House of Doge merger agreement?

The agreement involves a stock-for-stock merger reverse-takeover transaction where Atmofizer will acquire House of Doge, with the combined company operating under House of Doge's business model.

When will Atmofizer (ATMFF) change its name to House of Doge?

Following the completion of the merger announced on March 3, 2025, Atmofizer will change its name to 'House of Doge Inc.' or another mutually agreed name.

Which stock exchanges will House of Doge trade on after the ATMFF merger?

The company plans to delist from the Canadian Securities Exchange and apply for listings on Cboe Canada and Nasdaq.

What is the relationship between House of Doge and the Dogecoin Foundation?

The Dogecoin Foundation has designated House of Doge as its official corporate arm to drive adoption and community value.