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Vancouver, British Columbia – March 30, 2023 – Principal Technologies Inc. (the “Company”) (TSXV:
PTEC.P), announces an increase in the shares-for-debt settlement further to its news release dated March
6, 2023. The Company has agreed to settle an additional $40,000 of outstanding debt owed to a consulting company on account of unpaid consulting fees, through the issuance of 400,000 common shares of the Company (the “Debt Shares”). The increase brings the total principal amount of the debt to be settled or repaid (the “Debt Settlement”) from the $126,000 in previously announced director fees to an aggregate of $166,000 in fees (collectively, the “Debt”). Of the Debt, $103,000 is being settled through the issuance of 1,030,000 Debt Shares at a deemed price of $0.10 per Debt Share and $63,000 is being repaid in cash.
The Company received the final approval of the TSX Venture Exchange (the “Exchange“) to issue the Debt
Shares and settle the Debt and closed the Debt Settlement on March 28, 2023. The Debt Shares are subject to a four (4) month plus one day hold period from the date of the issuance, in accordance with applicable securities laws and the policies of the Exchange.
The issuance of that portion of the Debt Shares to the directors of the Company to settle $63,000 of the
director fees owed to such directors constitutes a “related party transaction” within the meaning of the
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101“) and Policy 5.9 of the Exchange. The Company is relying 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 Debt Shares issued to the directors, nor the Debt correspondingly settled exceeds 25% of the Company’s market capitalization.
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.
Neither 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.
ON BEHALF OF THE BOARD
Jerry Trent, Chief Executive Officer
Principal Technologies Inc.
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