Vancouver, British Columbia – July 5, 2023 – Principal Technologies Inc. (the “Company”) (TSXV:
PTEC.P), is pleased to announce that it has closed, subject to final approval of the TSX Venture Exchange
(“TSX-V”) its non-brokered private placement (the “Financing”) of 3,011,537 units (each, a “Financing
Unit”) at a price of $0.10 per Financing Unit, for gross proceeds of $301,153.00. Each Financing Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Share of the Company at $0.12 for a period of three (3) years from the date of closing.
The net proceeds raised through the Financing will be used for working capital and general corporate
purposes. No finder’s fees have been paid in connection with the Financing.
All securities issued in connection with the Financing are subject to TSX-V approval and will be subject to a four month and one day statutory hold period expiring on November 6, 2023.
An insider of the Company subscribed for a total of 100,000 units under the Financing, which is a “related
party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The issuance to the insider is exempt from the valuation
requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares
are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares issued to the related parties did not exceed 25% of the Company’s market
The Company also announces it has entered into an agreement with Jason Frame of Calgary, Alberta to assist with Company’s Investor Relations activities (the “Agreement”).
Jason Frame has several years of capital markets experience in a variety of capacities. Mr. Frame has been
an investment advisor for a Canadian investment dealer, and has been a director of a Canadian mining
exploration company listed on the TSXV. Currently, Mr. Frame acts as a consultant to a variety of other
Canadian issuers. Jason holds a B.A. from the University of Montana.
Mr. Frame will provide general Investor Relations services and assist in various digital marketing initiatives.
The term of this Agreement (the “Term“) will begin on the date of this Agreement and will remain in full
force and effect until the completion of the services, subject to earlier termination, as provided in the
Agreement for a monthly fee of $2,500. The Term may be extended with the written consent of the parties.
Immediately after the closing of the Financing, Mr. Frame owns, directly and indirectly, or exercises control over 75,500 common shares of the Company, representing 0.33% of the issued and outstanding common shares of the Company, and Warrants entitling him to purchase up to 50,000 common shares of the Company.
Additionally, the Company has entered into an advertising and investor awareness campaign with Dig Media Inc. dba Investing News Network (“INN”) to assist in an advertising and investor awareness campaign. INN is a private company headquartered in Vancouver, Canada, dedicated to providing independent news and education to investors since 2007 at www.investingnews.com. For the 12 month term of the agreement, INN will provide advertising to increase awareness of the Company. INN does not provide Investor Relations or Market Making services. The Company has agreed to pay INN a total of $50,000 in four equal instalments of $12,500.
Immediately after the closing of the Financing, INN owns, directly and indirectly, or exercises control over
450,000 common shares of the Company, representing 1.97% of the issued and outstanding common shares of the Company, and Warrants entitling INN to purchase up to 450,000 common shares of the Company.
The engagements noted above are subject to acceptance by the TSX-V.
ON BEHALF OF THE BOARD
Jerry Trent, Chief Executive Officer
Principal Technologies Inc.
For investor inquiries or further information, please contact:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as “may,” “will,” “should,” “anticipate,” “plan,” “expect,” “believe,” “estimate,” “intend” and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of the Company in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, performance and achievements to differ materially from those expressed or
implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management’s Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required.