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Principal Technologies Inc. — Capital/Financing Update 2025
May 20, 2025
47634_rns_2025-05-20_a119421e-45ec-4344-a161-1072cdf5c6dc.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Principal Technologies Inc. (the "Company")
Registered Office Address: Suite 2500, 700 West Georgia Street
Vancouver, BC, V7Y 1B3
Item 2 Date of Material Change
May 9, 2025
Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the news dissemination services of Cision (Canada NewsWire) on May 12, 2025, and a copy was subsequently filed on SEDAR+.
Item 4 Summary of Material Change
The Company announced the closing of its private placement financings issuing an aggregate of 4,120,000 common shares of the Company at a price of $0.25 per common share of the Company, thereby raising proceeds of $1,030,000.
Item 5 Full Description of Material Change
Item 5.1 Full Description of Material Change
The Company announced, 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:
| DATE (1) | AGGREGATE SUBSCRIPTION AMOUNT | PRICE PER SHARE (2) | MAXIMUM NUMBER OF SHARES TO BE ISSUED |
|---|---|---|---|
| October 15, 2025 | $624,000 | $0.50 | 1,248,000 |
| April 15, 2026 | $312,000 | $0.75 | 416,000 |
| October 15, 2026 | $156,000 | $1.00 | 156,000 |
| TOTALS: | $1,092,000 | 1,820,000 |
(1) Issuance date will be the latter of the date shown and the date of acceptance by the TSX Venture Exchange.
(2) Issuance share price will be the greater of the price shown and the applicable Market Price as such term is defined in the policies of the TSX Venture Exchange.
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.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
The report is not being filed on a confidential basis.
Item 7 Omitted Information
No information has been omitted.
Item 8 Executive Officer
For further information, please contact Jerry Trent, Chief Executive Officer and Director of the Company, at 587-225-2599 or via email to [email protected].
Item 9 Date of Report
May 20, 2025