PRINCIPAL TECHNOLOGIES ANNOUNCES PRIVATE PLACEMENT FINANCING AND GRANT OF STOCK OPTIONS

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, May 2, 2025 /CNW/ - Principal Technologies Inc. (the "Company" or "Principal") (TSXV: PTEC) (FWB: JO7) is pleased to announce that the Company has arranged a non-brokered private placement financing (the "Offering") of 1,000,000 common shares of the Company (the "Common Shares") at a price of $0.25 per Common Share for aggregate gross proceeds of $250,000. The Offering is fully allocated to a significant shareholder of the Company and no finder's fees are applicable. The proceeds of the Offering are intended to be used for general working capital purposes.

The Common Shares to be issued in connection with the Offering will be subject to the statutory hold period of four months from the date of issuance in accordance with applicable Canadian securities legislation. The Offering is subject to the receipt of all requisite approvals, including the acceptance of the TSX Venture Exchange.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

Related Party Participation in the Offering

A significant shareholder of the Company will be participating in the Offering by purchasing the Common Shares. The participation by Markus Mair, an insider of Principal, through a company he owns and controls constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by the insider, nor the consideration for the securities paid by such insider, exceeded 25% of Principal's market capitalization. The Company expects that the closing of the Offering will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deems this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering has been unanimously approved by the Company's board of directors.

Stock Option Grant

The Company also announces that, effective May 1, 2025 (the "Grant Date"), its Board of Directors has granted an aggregate of 2,350,000 conditional stock options of the Company (the "Conditional Options") to certain directors, officers, and consultants of the Company. Each Conditional Option, subject to the receipt of the approval of the disinterested shareholders of the Company and acceptance of the TSX Venture Exchange, shall be exercisable to purchase one common share in the capital of the Company ("Share") at $0.20 per Share for a period of ten years from the Grant Date. 

The Conditional Options, together with an amended stock option plan that will sufficiently increase the reserve of stock options available to the Company, will be presented to the disinterested shareholders of the Company for review and consideration and, if satisfactory, approval at the upcoming Annual General and Special Meeting of Shareholders of Principal scheduled to be held June 27, 2025.

About Principal Technologies

Principal Technologies Inc. is a Canadian-based healthcare acquisition company. The Company is engaged in building a portfolio of profitable healthcare technology companies with a focus on those with global distribution potential which have intellectual property capable of enhancing medical treatment quality, cost efficiency, optimization of the patient pathway, and implementation of point of care technologies.

ON BEHALF OF THE BOARD
Jerry Trent, Chief Executive Officer
Principal Technologies Inc.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements in this news release, other than statements of historical fact, including, without limitation, statements relating to the closing of the Offering, the terms of the Offering, the use of proceeds of the Offering, the receipt of acceptance of the Offering by the TSX Venture Exchange, and the plans and business of Principal are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Principals, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to close the Offering on the terms announced or at all, and the ability of the Company to obtain acceptance by the TSX Venture Exchange. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Principal does not assume any obligation to update these forward-looking statements should they change, except as required by applicable securities laws.

SOURCE Principal Technologies Inc.

For investor inquiries or further information, please contact: [email protected], 1-587-225-2599