Principal Tech investor adds 2.08 million shares

Executive Summary

• Principal Technologies Inc. investor Roman Leydolf acquired 2.08 million common shares via a non-brokered private placement, increasing his direct ownership stake from approximately 13.33% to 17.06% of the issued common shares.
• The acquisition was completed at a price of 30 cents per share, resulting in aggregate consideration of $624,000, with shares acquired directly from the issuer's treasury.
• Leydolf’s total potential ownership, assuming the exercise of his existing warrants, would represent approximately 21.97% of the issued common shares on a partially diluted basis, subject to regulatory and shareholder approval limits capping direct ownership at 19.99%.

Key Details

• Acquirer: Roman Leydolf (Investor)
• Transaction Date: Effective July 31, 2025
• Shares Acquired: 2,080,000 common shares
• Purchase Price: $0.30 per share
• Aggregate Consideration: $624,000
• Transaction Structure: Non-brokered private placement; shares acquired from treasury, not through stock exchange facilities.
• Pre-Transaction Holdings:
  • Common Shares: 6,151,561 (~13.33% of issued shares)
  • Warrants: 3,031,561 (exercisable into common shares at $0.30 until April 30, 2027)
• Post-Transaction Holdings:
  • Common Shares: 8,231,561 (~17.06% of issued shares)
  • Warrants: 3,031,561 (unchanged)
• Diluted Ownership Potential:
  • Total shares if all warrants exercised: 11,263,122 common shares
  • Percentage of issued common shares on partially diluted basis: ~21.97%
• Regulatory Constraints:
  • Acquirer may not exercise warrants resulting in ownership exceeding 19.99% of issued and outstanding common shares unless specific conditions are met.
  • Conditions include receipt of requisite approvals from the TSX Venture Exchange and disinterested shareholders of the company.
• Filing Basis: Early Warning Report filed pursuant to National Instrument 62-103.