Principal Tech to complete $624K second round financing

Executive Summary

• Principal Technologies Inc. has accelerated the second round of its private placement financing, originally scheduled for October 2025, to occur within the next week.
• The company will issue 2.08 million common shares at a price of $0.30 per share, raising gross proceeds of $624,000.
• The entire offering is allocated to a significant shareholder/insider, Roman Leydolf, constituting a related party transaction exempt from certain valuation and minority shareholder approval requirements under MI 61-101.

Key Details

• Transaction Structure: Private placement of common shares.
• Quantity: 2,080,000 common shares.
• Price: $0.30 per common share.
• Gross Proceeds: $624,000.
• Pricing Premium: The issuance price represents a 13% premium to the market price.
• Buyer: Roman Leydolf, a significant shareholder and insider of Principal Technologies.
• Use of Proceeds: Fulfillment of research and development funding obligations under a technology license agreement with Oxford University Innovation Ltd., and other general corporate purposes.
• Regulatory Status: The transaction relies on exemptions from valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (MI 61-101) because the fair market value of securities purchased and the consideration paid do not exceed 25% of the company's market capitalization.
• Approvals: Unanimously approved by the Board of Directors.
• Conditions Precedent: Completion is subject to receipt of all requisite approvals, including acceptance by the TSX Venture Exchange.
• Closing Timeline: The company expects closing to occur within 21 days of the announcement.
• Hold Period: Common shares are subject to a statutory four-month hold period from the date of issuance under Canadian securities legislation.
• Fees: No finders' fees are applicable.
• Material Change Report: The company does not expect to file a material change report at least 21 days before closing, deeming the circumstance reasonable to complete the round expeditiously.

Notable Quotes

• None provided in the text.