PRINCIPAL TECHNOLOGIES ANNOUNCES PRIVATE PLACEMENT FINANCING

Executive Summary

• Principal Technologies Inc. announced a non‑brokered private placement of up to 4,000,000 common shares at $0.30 per share for gross proceeds of up to $1,200,000.
• Proceeds are earmarked for general working capital purposes.
• An insider (significant shareholder Roman Leydolf) will participate; the transaction is exempt from valuation and minority‑shareholder approval under MI 61‑101 because it does not exceed 25% of market capitalization.

Key Details

• Offering Size: Up to 4,000,000 common shares.
• Price per Share: $0.30 CAD.
• Maximum Gross Proceeds: $1,200,000 CAD.
• Use of Proceeds: General working capital.
• Statutory Hold Period: Four months from issuance, per Canadian securities legislation.
• Closing Timeline: Expected within two weeks of the announcement, subject to required approvals (including TSX Venture Exchange acceptance).
• Related Party Participation: Insider Roman Leydolf (significant shareholder) will purchase shares; transaction qualifies for MI 61‑101 exemption because:
• Fair market value and consideration do not exceed 25% of Principal’s market cap.
• No material change report required 21 days prior to closing.
• Regulatory Notes: Securities are not registered under the U.S. Securities Act; offering limited to Canadian investors or exempt U.S. transactions.

Notable Quotes

“We are pleased to secure this financing, which will provide the flexibility needed to advance our growth initiatives and support ongoing operations,” – Jerry Trent, Chief Executive Officer.