Code of Business Conduct and Ethics

1. Introduction

A. Purpose and Scope

The Board of Directors (the “Board of Directors”) of Power Leaves Holdings Corp. (collectively with its subsidiaries, the “Company”), established this Code of Business Conduct and Ethics (this “Code”) to aid all of our directors, executives, officers and employees, and certain designated agents, including consultants to the Company (“designated agents”), in making ethical and legal decisions when conducting the Company’s business and performing their day-to-day duties. This Code has been established and adopted by the Board of Directors pursuant to applicable Canadian and United States securities laws and applicable listing rules of the Canadian Securities Exchange (“CSE”) and/or any other stock exchange on which the securities of the Company may be listed on from time to time.

This Code applies to all directors, executives, officers and employees of the Company, and to certain designated agents of the Company, as may be designated by the Board of Directors from time to time. All directors, executives, officers and employees of the Company are required to be familiar with and to adhere to this Code.

The Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) is responsible for administering and monitoring compliance with this Code. The Nominating and Corporate Governance Committee has delegated day-to-day responsibility for administering and interpreting this Code to a compliance officer (the “Compliance Officer”), and the Company’s Corporate Secretary has been appointed as the Compliance Officer under this Code. This Code will be reviewed at least annually by the Nominating and Corporate Governance Committee and modified or supplemented as required from time to time.

This Code reflects our commitment to a culture of honesty, integrity and accountability, and outlines the basic principles and policies with which all of our directors, executives, officers, employees and designated agents are expected to comply. The Company’s reputation for honesty and integrity is important for the success of our business. Although customs vary from country to country and standards of ethics may vary in different business environments, honesty and integrity must always characterize our business activity in each location and jurisdiction in which we operate. No one at or acting on behalf of the Company will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings.

We expect our directors, executives, officers, employees and designated agents to exercise reasonable judgment when conducting the Company’s business. We strongly encourage our directors, executives, officers, employees and designated agents to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code. We also understand that this Code will not contain the answer to every situation you may encounter or every concern you may have about conducting the Company’s business ethically and legally. In these situations, or if you otherwise have questions or concerns about the requirements of this Code and/or applicable laws, we encourage you to speak with your supervisor (if applicable or appropriate) or the Compliance Officer.

This Code is not a complete code of conduct. It sets forth general principles and policies with which all of our directors, executives, officers, employees and designated agents are expected to comply. It does not supersede, and is to be read in conjunction with, the Company’s specific policies and procedures in effect from time to time, including, without limitation, policies and procedures related to corporate communications and disclosure, insider trading, whistleblowers, and reporting.

B. Contents of this Code

This Code has three sections. The first section is this introduction. The second section, “Standards of Conduct”, contains the actual guidelines that our directors, executives, officers, employees and designated agents are expected to adhere to in the conduct of the Company’s business. The third section, “Compliance Standards and Procedures”, contains specific information about how this Code functions, including who administers this Code, who can provide guidance under this Code, and how violations may be reported, investigated and penalized, and also contains a discussion about waivers of and amendments to this Code.

C. A Note About Other Obligations

Our directors, executives, officers, employees, and designated agents generally have other legal and contractual obligations to the Company. This Code is not intended to replace, reduce or limit the other obligations that you may have to the Company. Instead, the standards in this Code should be viewed as the minimum standards that we expect from all of our directors, executives, officers, employees, and designated agents in the conduct of the Company’s business.

2. Standards of Conduct

A. Compliance with Laws, Rules and Regulations

The Company requires that all directors, executives, officers, employees and designated agents comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations, and to ask for advice when you are uncertain about them. Individuals who fail to comply with this Code and applicable laws, rules and regulations will be subject to disciplinary measures, as described in further detail below.

Neither the Company nor the Company’s directors, executives, officers, employees, or designated agents will do business with others who are likely to harm the Company’s reputation, including, for example, those who intentionally and continually violate laws including, but not limited to, environmental, employment, safety and anti-corruption statutes. All arrangements with third parties must comply with the policies of the Company as outlined in this Code and applicable laws. Neither the Company nor the Company’s directors, executives, officers, employees, or designated agents will use a third party to perform any act prohibited by law or by this Code.

The Company and the Company’s directors, executives, officers, employees, or designated agents will strive to align themselves with third parties that share the commitment of the Company and the Company’s directors, executives, officers, employees, and designated agents to ethics. The Company’s directors, executives, officers, employees, or designated agents will ensure that any third parties of the Company preserve and strengthen the Company’s reputation by acting consistently with this Code and by ensuring that the standards of any joint ventures are compatible with those of the Company.

If you become aware of any violation of any law, rule or regulation by the Company, whether by any of its directors, executives, officers, employees or designated agents or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your supervisor or to the Compliance Officer. While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of applicable securities laws, antitrust laws, environmental laws or any other law, rule or regulation, to the appropriate regulatory authority. None of the Company’s directors, executives, officers, or employees shall discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against any person because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any administrative, judicial or legislative proceeding or investigation. The Company’s policies and procedures with respect to reporting violations of laws, rules or regulations are described more fully in the Company’s Whistleblower Policy.

B. Conflicts of Interest

The Company recognizes and respects the right of its directors, executives, officers, employees and designated agents to engage in outside activities that they may deem proper and desirable; provided, that these activities do not impair or interfere with the performance of their respective duties to the Company or their respective ability to act in the Company’s best interests. In most, if not all, cases, this will mean that our directors, executives, officers, employees and designated agents must avoid situations that present a potential or actual conflict between their own interests and the Company’s interests.

A “conflict of interest” occurs when the personal or business interests of a director, executive, officer, employee or designated agent conflict or interfere, or appear to conflict or interfere, in any way with the interests of the Company. Conflicts of interest may arise in many situations. For example, conflicts of interest can arise when a director, executive, officer, employee, or designated agent takes an action or has an outside interest, responsibility or obligation that may make it difficult for him or her to perform the responsibilities of his or her position objectively and/or effectively in the Company’s best interests. Conflicts of interest may also occur when a director, executive, officer, employee, designated agent, or an immediate family member of such person, receives some personal benefit (whether improper or not) as a result of the director’s, executive’s, officer’s, employee’s or designated agent’s position with the Company. Even the appearance of a conflict of interest could create a problem. Each individual’s situation is different and in evaluating his or her own situation, a director, executive, officer, employee or designated agent will have to consider many factors.

Conflicts of interest are generally prohibited, and activities that could give rise to conflicts of interest should be dealt with in accordance with the Company’s Related Party Transaction Policy (the “Related Party Transaction Policy”) and if applicable, the Company’s Mandate of Directors and Lead Director. Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Policy Monitor (as designated and defined under the Related Party Transaction Policy). The Policy Monitor will notify the Audit Committee of the Board of Directors (the “Audit Committee”) and/or the Board of Directors in accordance with the Related Party Transaction Policy, and may seek the advice of legal counsel in assessing the potential conflict of interest. The Company’s policies and the approval procedures with respect to related party transactions are described more fully in the Related Party Transactions Policy.

Serving as a director on the board of directors of another company, even one in which the Company has an interest, may create a conflict of interest. Being a director or serving on a standing committee of some organizations, including government agencies, may also create a conflict. Before accepting an appointment to the board of directors or a committee of any organization whose interests may conflict with the Company’s interests, employees must receive written approval from the Compliance Officer. Employees are permitted, however, to serve on boards of directors of charities or non-profit organizations or private family businesses that have no relation to the Company and its businesses, and prior approval is not required for these types of situations. If you hold a position with a charity or non-profit organization and if you speak publicly for such entity, you should ensure that you are seen as speaking on behalf of the entity or as an individual, and not on behalf of the Company.

C. Confidentiality

The Company’s directors, executives, officers, employees, and designated agents must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including our suppliers and customers, except when disclosure is authorized by the Company (through Company management or the Board of Directors) or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, the Company’s directors, executives, officers, employees, and designated agents should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company, except to those Company personnel who have a need to know such information to perform their responsibilities for the Company. Confidential information includes all non-public information that may be of use to competitors, or harmful to the Company or its suppliers or customers, if disclosed, including information entrusted to us by our suppliers and customers. Examples of confidential and proprietary information include, without limitation, technical or scientific information or reports, business and marketing plans or projections, intellectual property, earnings or other financial data, employee information, supplier information, and customer information. The Company’s policies with respect to confidentiality are described more fully in the Company’s Corporate Communication Policies and Procedures.

Third parties may ask you for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, the Company’s directors, executives, officers, employees and designated agents (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and, if appropriate, after a confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers), and shareholders. All responses on behalf of the Company to inquiries must be made only by the Company’s authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to one of the Company’s authorized spokespersons. The Company’s policies with respect to public disclosure of internal matters are described more fully in the Company’s Corporate Communication Policies and Procedures.

The obligation to maintain the confidentiality of confidential information continues even after any director, executive, officer, or employee leaves the Company or, in the case of designated agents, ceases to provide services to the Company.

You also must abide by any lawful obligations that you have to your former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company, and non-competition obligations.

D. Protection and Proper Use of the Company’s Assets

The Company’s directors, executives, officers, employees, and designated agents should seek to protect the Company’s assets (which include, but are not limited to, office space, equipment, software programs and licenses, and intellectual property) and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s results of operations and financial performance. The Company’s directors, executives, officers, employees, and designated agents must use the Company’s assets (including, without limitation, funds, equipment, computers, systems, and data) and services solely for legitimate business purposes of the Company, and not for any personal benefit or the personal benefit of anyone else. Company assets may never be used for illegal purposes. The obligation to protect Company assets includes the Company’s confidential and proprietary information, as described under Section 2.C (Confidentiality) above.

Any suspected incidents of fraud, theft or misuse should be immediately reported to your supervisor, the Compliance Officer, or another member of senior management for investigation.

E. Corporate Opportunities

The Company’s directors, executives, officers, employees, and designated agents owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Subject to the Company’s governing documents and applicable law, each director, executive, officer, employee, and designated agent is prohibited from using the Company’s property, information or position to:

divert to himself or herself or to others any opportunities that are discovered through the use of the Company’s property or information or as a result of his or her position with the Company, unless such opportunity has first been presented to, and rejected by, the Company in accordance with applicable law;
use the Company’s property or information or his or her position for personal gain; or
compete with the Company.

Any director interested in a corporate opportunity being considered by the Board of Directors shall refrain from voting, where applicable, at the meeting of the Board of Directors considering such opportunity.

If any director, executive, officer, employee, or designated agent has any doubt as to whether any activity he or she is contemplating violates this requirement, he or she should refer the matter to the Compliance Officer who will assess the circumstances with the advice of legal counsel, if necessary, and may notify the Board of Directors or a committee thereof as he or she deems appropriate.

F. Insider Trading

Insider trading is unethical and illegal. The Company’s directors, executives, officers, employees, and designated agents who have Material Non-Public Information (as such term is defined in the Company’s Insider Trading Policy) about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by Canadian and United States law, as applicable, and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information or pass such information on to others. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is distributed to all directors, executives, officers and employees, available on the Company’s website, and also available from the Company upon request.

If you are uncertain about the constraints on your ability to purchase or sell any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the Compliance Officer before making any such purchase or sale.

G. Honest and Ethical Conduct and Fair Dealing

The Company’s directors, executives, officers, employees, and designated agents should endeavor to deal honestly, ethically and fairly with the Company’s employees, service providers, customers, suppliers, and competitors. Statements regarding the Company or its business must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

H. Bribes, Kickbacks and Other Improper Payments

Fraud is an intentional act or omission designed to deceive another person or to obtain a benefit that one is not entitled to. Fraud can include a wide range of activities, such as falsifying records or timesheets, creating false benefits claims and misappropriating the Company’s assets (including both physical assets and non-physical assets such as proprietary information and corporate opportunities) for personal gain.

Bribery is an intentional offer of monetary or other benefit to another person, government official, organization, or company in order to secure or to attempt to secure a benefit in the performance of a duty, to obtain or retain business, or to obtain any other improper advantage in conducting the Company’s business.

The Company does not permit or condone bribes, kickbacks or other improper payments, transfers or receipts. None of the Company’s directors, executives, officers, employees, or designated agents should offer, give, promise or offer to give, solicit, or receive any money or other item of value for the purpose of obtaining, retaining or directing business, or bestowing or receiving any kind of favored treatment. The Company’s directors, executives, officers, employees, and designated agents must comply with Canada’s Corruption of Foreign Public Officials Act, Colombia’s Law 599 of 2000 (also known as the Penal Code or Códico Pénal) and Law 1474 of 2011 (also known as the Anti-corruption Statute or Estatuto Anticorrupción), the U.S. Foreign Corrupt Practices Act, any other anti-bribery or anti-corruption laws that may be applicable to the Company, and any other policies adopted by the Board of Directors from time to time.

Before making a gift, or payment, or providing anything of value to a government official, whether domestic or foreign, the Company’s directors, executives, officers, employees, and designated agents will: (i) always make sure they understand the laws that apply in the country where they work and make sure that they comply with these laws; (ii) always make sure they understand the laws of other countries that may apply to the situation and make sure that they comply with these laws; (iii) always seek advice from the Company’s Compliance Officer if they have any uncertainty regarding the application of the law to the action they are considering or how to comply with the applicable laws; (iv) always seek approval of the Company’s Compliance Officer before giving or offering to give any gifts or other benefit to any government official that is of more than nominal value; and (v) always properly and accurately reflect in the Company’s financial records the nature of all payments made to or other benefits provided to any government official.

For further information regarding bribes, kickbacks and other improper payments, refer to the Company’s Anti-Bribery and Anti-Corruption Policy.

I. Travel

Acceptance of Travel Expenses

Employees may accept transportation and lodging provided by a supplier or other third party, if the trip is for business and is approved in advance by the Compliance Officer. All accepted travel must be accurately recorded in travel expense records.

Providing Travel

Unless prohibited by applicable law or the policy of the recipient’s organization, the Company may pay the transportation and lodging expenses incurred by customers, agents or suppliers in connection with the business of the Company. The visit must be for a business purpose, for example, on-site examination of equipment, contract negotiations or training.

The Compliance Officer must approve all travel by government officials that is sponsored or paid for by the Company in advance.

For further information regarding the acceptance and provision of travel expenses, refer to the Company’s Anti-Bribery and Anti-Corruption Policy.

J. International Trade Controls

Many countries regulate international trade transactions, such as imports, exports and international financial transactions, and prohibit transactions with countries or firms that may be “blacklisted” or otherwise sanctioned by certain groups or countries. The Company’s policy is to comply with these regulations and prohibitions even if compliance may result in the loss of some business opportunities. The Company’s directors, executives, officers, employees, and designated agents should be aware of and understand the extent to which international trade controls apply to transactions conducted by the Company.

K. Political Contributions/Gifts

Business contributions to political campaigns are strictly regulated by federal, state, provincial and local law in Canada, Colombia, the United States, and many other jurisdictions. Accordingly, all political contributions proposed to be made with the Company’s funds must be coordinated through and approved by the Compliance Officer. The Company’s directors, executives, officers, employees, and designated agents may not, without the approval of the Compliance Officer, use any Company funds for political contributions of any kind to any political candidate or holder of any national, state or local government office. The Company’s directors, executives, officers, employees and designated agents may make personal contributions, but should not represent that they are making contributions on the Company’s behalf. Specific questions regarding this policy should be directed to the Compliance Officer. Additionally, engaging in lobbying activities or pursuing government contacts on behalf of the Company, should be approved and coordinated with the Compliance Officer. For further information regarding political contributions and gifts, refer to the Company’s Anti-Bribery and Anti-Corruption Policy.

I. Accuracy of Records and Reporting

The Company’s directors, executives, officers, employees and designated agents must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports. Honest and accurate recording and reporting of information is essential to the Company’s ability to make responsible business decisions and to meet legal and regulatory obligations. This includes both the Company’s financial reporting and ongoing disclosure requirements under applicable Canadian and United States securities laws and the listing rules and policies of the CSE and/or any other stock exchange on which the securities of the Company may be listed from time to time.

Full, fair, accurate, timely and understandable disclosure in the reports and other documents that the Company files with, or submits to, securities regulators and stock exchanges, and in the Company’s other public communications is critical for the Company to maintain a good reputation, to comply with its obligations under applicable securities laws and stock exchange rules, and to meet the expectations of its shareholders and other members of the investment community.

All Company books, records and accounts, and the reports produced from such books and records, shall be maintained in accordance with all applicable laws, regulations and standards, and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies, and must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. No transactions should be intentionally misclassified as to accounts, departments or accounting periods. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period. No information should be concealed from the Company’s internal auditors or independent registered public accounting firm. Compliance with the Company’s system of internal controls is required at all times.

M. Quality of Public Disclosures

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, Canadian securities regulators and, if applicable, the United States Securities and Exchange Commission, and in other public communications.

For further information regarding the Company’s policies and procedures with respect to the disclosure of material information, refer to the Company’s Corporate Communications Policies and Procedures.

N. Equal Opportunity and Discrimination and Harassment Free Environment

The Company values the diversity of its employees and is committed to providing equal opportunities in all aspects of employment.

All of the Company’s directors, executives, officers, employees and designated agents must ensure that the Company has a safe and respectful environment, free of discrimination and harassment, where high value is placed on equity, fairness and dignity. Any harassment, including, but not limited to, harassment on the basis of race, color, national or ethnic origin, religion, gender, sexual orientation, marital status, family status, citizenship status, veteran status, age, or disability is prohibited. Harassment generally means offensive verbal or physical conduct that singles out a person to the detriment or objection of that person. Harassment covers a wide range of conduct, from requests of a sexual nature to insults, offensive jokes or slurs, which results in an inhospitable work environment. Harassment may occur in a variety of ways and may, in some rare circumstances, be unintentional. Regardless of intent, such conduct is not acceptable and may also constitute a violation of human rights legislation.

The Company will not tolerate any acts or threats of violence or any acts of intimidation, bullying or hostility towards another person or group of persons.

For further information regarding the Company’s commitment to the protection and advancement of human rights, refer to the Company’s Human Rights Policy.

O. Safety and Health

The Company’s directors, executives, officers, employees and designated agents are responsible for maintaining a safe workplace by following applicable occupational, health and safety laws, rules, regulations and policies, and the Company’s safety and health rules, policies, procedures and practices, in effect from time to time. The Company is committed to keeping its workplaces free from hazards. You should report any accidents, injuries, unsafe equipment, practices or conditions immediately to your supervisor or the Compliance Officer. In order to protect the safety of all employees, employees must report to work free from the influence of any substance that could prevent them from conducting work activities in a safe and effective manner.

P. Environment

The Company’s directors, executives, officers, employees and designated agents will respect the environment by complying with all applicable environmental laws. The Company is committed to the protection of the environment by minimizing the environmental impact of the Company’s operations and operating its business in ways that will foster a sustainable use of the world’s natural resources. The Company’s directors, executives, officers, employees and designated agents must notify management if hazardous materials come into contact with the environment or are improperly handled or discarded.

For further information regarding the Company’s commitment to building and implementing systems that manage risks associated with its operations and contributing to sustainable development, refer to the Company’s Environmental, Social and Governance Sustainability Policy.

Q. E-mail, Internet, Telephones and other forms of Communication

We provide our employees with access to e-mail, the internet, telephones and other forms of communication for business purposes, and while we understand the need for limited and occasional use of these tools for personal purposes, this use should not be excessive or cause detriment to the Company. Internet use must be conducted in a professional manner. All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations or the media. Employees should avoid exaggeration, colorful language, guesswork and legal conclusions. This applies to communications of all kinds, including e-mail and “informal” notes or memos. Furthermore, accessing internet sites containing obscene or offensive material, or sending e-mails that are derogatory or harassing to another person or group of people or chain e-mails, is prohibited. In addition, employees must be vigilant to ensure that network security is maintained. Records should always be retained and destroyed according to record retention policies of the Company.

For further information regarding the components of the Company’s overall disclosure controls and procedures, refer to the Company’s Corporate Communications Policies and Procedures.

3. Compliance Standards and Procedures

A. Communication of this Code

All of the Company’s directors, executives, officers, employees and designated agents will be supplied with a copy of this Code upon its enactment and, thereafter, upon beginning service at the Company, and will be asked to review and sign an acknowledgment regarding this Code on a periodic basis. Updates of this Code will be provided from time to time. A copy of this Code is also available to all directors, executives, officers, employees and designated agents by requesting one from the Compliance Officer, or by accessing the Company’s website at https://powerleaves.com//code.

B. Monitoring Compliance and Disciplinary Action

The Compliance Officer, under the supervision of the Board of Directors and the Nominating and Corporate Governance Committee, or, in the case of accounting, internal accounting controls, auditing or securities law matters, the Audit Committee, shall take reasonable steps from time to time to (i) monitor compliance with this Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of this Code.

Disciplinary measures for violations of this Code will be determined in the Company’s sole discretion and may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service, and restitution. Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for individuals, management and/or the Company.

The Compliance Officer shall periodically report to the Nominating and Corporate Governance Committee and, as applicable, the Audit Committee on these compliance efforts, including, without limitation, periodic reporting of alleged violations of this Code and the actions taken with respect to any such alleged violation.

C. Reporting Concerns/Receiving Advice

Communication Channels

Be Proactive. Every Company director, executive, officer, employee and designated agent is expected to act proactively by asking questions, seeking guidance, and reporting suspected violations of this Code and other policies and procedures of the Company, as well as any violations or suspected violations of applicable laws, rules or regulations arising in the conduct of the Company’s business or occurring on the Company’s property. If you believe that actions have taken place, may be taking place, or may be about to take place that violate or would violate this Code or any laws, rules or regulations applicable to the Company, you must bring the matter to the attention of the Compliance Officer.

Seeking Guidance. The best starting point for a Company director, executive, officer, employee or designated agent seeking advice on ethics‑related issues or reporting potential violations of this Code will usually be his or her supervisor or the Compliance Officer. However, if (i) the conduct in question involves your supervisor or the Compliance Officer, (ii) you have reported the conduct in question to your supervisor or the Compliance Officer and you do not believe that your supervisor or the Compliance Officer has dealt with it properly, or (iii) you do not feel that you can discuss the matter with your supervisor or the Compliance Officer, you should raise the matter with the Chief Executive Officer or another senior executive or officer of the Company.

Communication Alternatives. You may communicate with the Compliance Officer by any of the following methods:

In writing, which may be done anonymously as set forth below under “Reporting; Anonymity”, addressed to the Compliance Officer and sent by mail to: c/o Power Leaves Holdings Corp., 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1; or
By e‑mail addressed to legal@powerleaves.com (anonymity cannot be maintained).

Reporting Accounting, Securities Law and Similar Concerns. Any concerns or questions regarding potential violations of this Code, any other Company policy or procedure, or applicable laws, rules or regulations involving accounting, internal accounting controls, auditing or securities law matters should be directed to the Compliance Officer. However, you may also report such matters to the Audit Committee or to a designee of the Audit Committee. You may communicate with the Audit Committee or its designee:

in writing to: Chair of the Audit Committee, c/o Power Leaves Holdings Corp., 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1; or
by e‑mail addressed to legal@powerleaves.com (anonymity cannot be maintained).

Cooperation. The Company’s directors, executives, officers, employees and designated agents are expected to cooperate with the Company in any investigation of a potential violation of this Code, any other Company policies or procedures, or any applicable laws, rules or regulations.

Misuse of Reporting Channels. The Company’s directors, executives, officers, employees and designated agents must not use these reporting channels in bad faith or in a false or unreasonable manner. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offence.

Director Communications. In addition to the foregoing methods, a director also can communicate concerns or seek advice with respect to this Code by contacting the Chair of the Board of Directors, the Nominating and Corporate Governance Committee, or the Audit Committee.

Reporting; Anonymity

The Company encourages its directors, executives, officers, employees and designated agents to report any illegal or unethical behavior that may be in violation of this Code or any laws, rules or regulations applicable to the Company. Reporting may be done pursuant to the procedures described herein or in the Company’s separate Whistleblower Policy or Insider Trading Policy, as applicable. When reporting suspected violations of this Code, the Company prefers that directors, executives, officers, employees and designated agents identify themselves in order to facilitate the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation. However, the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously.

If you wish to remain anonymous, you may do so, and the Company will use reasonable efforts to protect your confidentiality, subject to applicable laws, rules or regulations or any applicable legal proceedings. However, in the event the report is made anonymously, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations. Accordingly, if you make a report anonymously, you should provide as much detail as possible to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.

The Company will treat all reports as confidential and privileged to the fullest extent permitted by law. The Company will exercise particular care to keep confidential the identity of any person making a report under this procedure until a formal investigation is launched. Thereafter, the identity of the person making the report may be kept confidential, if requested, unless such confidentiality is incompatible with a fair investigation, unless there is an overriding reason for identifying or otherwise disclosing the identity of the person or unless such disclosure is required by law. In this instance, the person making the report will be so informed in advance of his or her being identified with the report. Where disciplinary proceedings are invoked against any individual following a report, the Company will normally require the name of the person making the report to be disclosed to the person subject to such proceedings. Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the report and the issues raised therein.

No Retaliation

The Company expressly forbids any retaliation against any director, executive, officer, employee or designated agent who, acting in good faith on the basis of a reasonable belief, reports suspected misconduct. Specifically, the Company will not discharge, demote, suspend, threaten, harass or in any other manner discriminate against such director, executive, officer, employee or designated agent in the terms and conditions of his or her employment or other engagement. Any person who participates in any such retaliation is subject to disciplinary action, including termination, by the Company.

D. Waivers and Amendments

No waiver of any provisions of this Code for the benefit of a director or an executive officer (which includes, without limitation, for purposes of this Code, the Company’s principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board of Directors or the Audit Committee, and (ii) if applicable, such waiver is promptly disclosed to the Company’s shareholders in accordance with applicable Canadian and, if applicable, United States, securities laws and/or the listing rules and policies of the CSE and/or any other stock exchange on which the securities of the Company may be listed from time to time.

Any waivers of this Code for other employees may be made by the Compliance Officer, the Board of Directors, or the Audit Committee.

Any modifications or amendments to this Code must be approved by the Board of Directors and, if applicable, must be promptly disclosed to the Company’s shareholders in accordance with applicable U.S. and Canadian securities laws and/or the listing rules and policies of the CSE and/or any other stock exchange on which the securities of the Company may be listed from time to time.

********

Approved by the Board of Directors effective as of August 31, 2026.