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VANCOUVER, BC , May 12, 2025 /CNW/ - Principal Technologies Inc. (the "Company" or "Principal") (TSXV: PTEC) (FWB: JO7) announces, further to its news releases dated April 28, 2025, regarding the financing agreement reached with RLOX Beteiligung GmbH (the "Financing Agreement"), and May 2, 2025, with respect to a further financing transaction, respectively, the closing of its private placement financings (together, the "Offering") issuing an aggregate of 4,120,000 common shares of the Company (the "Common Shares") at a price of $0.25 per Common Share, thereby raising proceeds of $1,030,000 (the "Proceeds").

No finder's fees were paid and the Proceeds are intended to fulfill the research and development funding obligations of Principal's Licence of Technology Agreement with Oxford University Innovation Limited (see news release dated April 8, 2025) and for general working capital purposes.

The Common Shares are subject to a statutory hold period expiring September 10, 2025, being the date that is four months and one day from the date of issuance in accordance with applicable Canadian securities legislation. The Offering remains subject to final acceptance by the TSX Venture Exchange.

As disclosed in the Company's news release dated April 28, 2025, further non-brokered private placements are anticipated in connection with the Financing Agreement, as follows:

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 participated in the Offering by purchasing an aggregate of 1,000,000 of the Common Shares. The participation by Markus Mair, an insider of Principal, through a company he owns and controls constituted a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied 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 did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner. The Offering was unanimously approved by the Company's board of directors.

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 TSX Venture Exchange final acceptance of the Offering, the use of Proceeds, further  private placements anticipated in connection with the Financing Agreement, and the future 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 Principal, 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 obtain final acceptance of the Offering and the ability of the Company to proceed with the further private placements related to the Financing Agreement on the terms anticipated or at all. 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.