TORONTO, Ontario - (NewMediaWire) - March 27, 2024 - Power Leaves Corp. (“PLC”), a manufacturer and international distributor of decocainized coca leaf derivatives, is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Rockshield Acquisition Corp. ("Rockshield"). The LOI outlines key terms under which Rockshield will acquire all of the issued and outstanding securities of PLC through a reverse takeover transaction (the “Proposed Transaction”).

Upon completion of the Proposed Transaction, the combined entity (the “Resulting Issuer”) will continue to carry on the business of PLC, under the name “Power Leaves Corp.” or such other name as may be approved by the board of directors of the Resulting Issuer. In connection with the Proposed Transaction, the Resulting Issuer will apply to list its common shares on Cboe Canada (the “Exchange”) by way of a direct listing.

“On the back of a strong 2023 where we generated our first revenues and made significant inroads on key business development initiatives, the initiation of the public listing process is the next critical step in PLC’s growth and delivering on our commitments to shareholders,” Pat McCutcheon, Co-Founder & CEO of PLC commented. “This transaction and public listing offer a cost-effective path towards securing the growth capital needed to accelerate the expansion of our coca extract, essence, and fertilizer businesses, and ultimately grow shareholder value for the long term.”

Following completion of the Proposed Transaction and a successful direct listing on Cboe Canada, PLC currently intends to apply to list the Resulting Issuer on Cboe Europe and on Cboe US.

“We made the strategic decision to list PLC on Cboe Canada as it offered streamlined access to the entire Cboe Global Markets network of international equities exchanges. We believe this increased exposure to investors globally and future capabilities to intra-list on Cboe US and Cboe Europe can substantially increase the profile and growth of PLC’s three core business lines,” continued Pat McCutcheon. “Upon a successful public listing, we will be the first company to offer investors the ability to invest in the future of decocainized coca derivatives as we unlock the coca plants’ incredible potential.”

Summary of the Proposed Transaction

Rockshield and PLC have entered into the LOI, which sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The Proposed Transaction is subject to the parties successfully entering into a definitive agreement (the “Definitive Agreement”) in respect of the Proposed Transaction.

In connection with the Proposed Transaction, each outstanding security of PLC shall be exchanged for an equivalent security of the Resulting Issuer and each common share of Rockshield (each a “Rockshield Share”) shall, prior to the consummation of the Proposed Transaction, be consolidated or split, as applicable, based on a ratio to be determined immediately prior to the closing of the Proposed Transaction (“Closing”).

The Closing is expected to occur before the end of June 2024.

The LOI also contemplates other material conditions precedent to Closing, including Rockshield having no indebtedness and not less than US$2,000,000 in cash, net of any expenses accrued in connection with the Proposed Transaction, and the completion of an additional financing by PLC (the “Concurrent Financing”).

Resulting Issuer Board of Directors

It is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of five directors, all of whom shall be the nominees of PLC.

Escrow Conditions

In addition to the escrow requirements of the Exchange and applicable securities laws, upon Closing, the following shares of the Resulting Issuer shall also be subject to the following lock-up conditions:

●      PLC founders, principals and other shareholders who acquired their PLC shares at a price per share below certain thresholds shall agree to a 12-month lock-up on all such shares; and

●      Rockshield shareholders shall agree to an 18-month lock-up on all Rockshield Shares; provided, however, that any Rockshield Shares acquired at a price equal to or greater than the equivalent of the Concurrent Financing price shall be excluded from such lock-up agreement.

About Investing In Power Leaves Corp.

PLC is currently accepting investments from accredited investors through a Reg D 506(c) offering. PLC expects to close this offering to investors in the coming weeks as it prepares for the public listing. To learn more about investing in PLC visit invest.powerleaves.com.

About Rockshield

Rockshield is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. Rockshield’s shares are not currently listed on any stock exchange.

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.

Power Leaves Media Contact:

Americana Communications

powerleaves@americanapr.com

www.americanapr.com

 

Investors:

Investor Relations

shares@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 completion of the Proposed Transaction, listing on the Exchange, CBOE Europe and CBOE US, the execution of the Definitive Agreement, the completion of the Concurrent Financing, the proposed directors of the Resulting Issuer, obtaining necessary approvals, successful completion of due diligence, shareholder and regulatory approvals, including the approvals of Cboe Canada, Cboe US, Cboe Europe and the United States Securities and Exchange Commission, and being the first publicly traded decocainized-coca derivative manufacturer and distributor. 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; and the delay or failure to receive shareholder, director or regulatory approvals. 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, PLC assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

CBOE Canada and CBOE Global Markets have neither approved nor disapproved the contents of this news release and accept no responsibility for the adequacy or accuracy of this release.