Principal Technologies Inc. — Capital/Financing Update 2025

Aug 1, 2025

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

July 31, 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 July 31, 2025, and a copy was subsequently filed on SEDAR+.

Item 4 Summary of Material Change

The Company announced the closing of its private placement financing with the issuance of an aggregate of 2,080,000 common shares of the Company at a price of $0.30 per common share of the Company, thereby raising proceeds of $624,000.

Item 5 Full Description of Material Change

Item 5.1 Full Description of Material Change

The Company announced, further to its news release dated July 28, 2025, that it has closed a non-brokered private placement offering (the “Private Placement”) with the issuance of 2,080,000 common shares of the Company (the “Common Shares”) at a price of $0.30 per Common Share, thereby raising proceeds of $624,000 (the “Proceeds”).

The Common Shares were issued to a significant shareholder of the Company in connection with the second round of financing of Principal’s Licence of Technology Agreement (the “Licence”) with Oxford University Innovation Limited. No finder’s fees were applicable and the Proceeds are intended to be used to fulfill the research and development funding obligations of the Licence and for other general corporate purposes.

The Common Shares are subject to a statutory hold period expiring December 1, 2025, being the date that is four months and one day from the date of issuance in accordance with applicable Canadian securities legislation. The Private Placement remains subject to receipt of final acceptance by 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.

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Related Party Participation in the Offering

Roman Leydolf, a significant shareholder of the Company, participated in the Private Placement by purchasing the Common Shares. The participation by Mr. Leydolf, an insider of the Company, constitutes 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 in order to complete the Private Placement in an expeditious manner.

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 Office@principal-technologies.com.

Item 9 Date of Report

July 31, 2025