/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, BC, June 7, 2024
/CNW/ - Principal Technologies Inc. (the "Company") (TSXV:
PTEC) (FSE: J07), is pleased to announce an increase in the
previously announced non-brokered financing of 4,000,000 units (see
news release dated April 3, 2024), to
8,000,000 units at $0.25 (the
"Offering Price") for gross proceeds of up to
$2,000,000 (the
"Private Placement). Each unit (a "Unit")
will consist of one common share (a "Share") of the Company
and one common share purchase warrant (a "Warrant"). Each
Warrant entitles the holder to purchase one additional Share of the
Company at $0.30 for a period of two
(2) years from the date of closing. The Company has received
$1,000,000 of subscriptions with
funds being held in escrow. The closing of a first tranche is
pending receipt of TSX Venture Exchange ("TSXV")
approval.
Proceeds of the Private
Placement will be used for general working
capital and corporate purposes of the Company, including those as
may be required by Vivostat A/S ("Vivostat") conditional on
the closing of the acquisition of Vivostat.
The Private Placement is subject to approval of the TSXV and all
securities of the Company issued
pursuant to the Private Placement will be
subject to a four-month
hold period from the date of issuance. The
Private Placement will not result in the creation of a new control
person of the Company.
The securities offered have not been 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 absent
registration or compliance with an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws.
The Company also announces that principal amount of the secured
loan from GreenIslands Opportunities Fund (the
"Lender"), as announced in the April 3, 2024, news release has increased from
€8,000,000 to €9,000,000. The deemed price of the 2.5 million
common shares (the "Consideration Shares") issuable by the
Company to the Lender as partial consideration for the acquisition
of Vivostat (the "Acquisition") shall have a deemed value of
$0.25 per Consideration Share. All
other terms of the loan will remain the same.
The person receiving the finder's fee in connection with the
Acquisition (the "Finder's Fee"), subject to approval of the
TSXV, is Reinhold Eder. The Finder's
Fee will be calculated as 1% of the cash portion of the purchase
price.
ON BEHALF OF THE BOARD
Jerry Trent, Chief Executive Officer
Principal Technologies Inc.
Forward-looking statements:
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. Forward-looking statements included in this
press release include the closing of the Private Placement on the
terms and timing set out herein; the receipt of all application
Exchange and regulatory approvals and satisfaction of conditions
pursuant to the Private Placement; receipt of TSXV approval for the
Acquisition; realizing synergies between component companies
and further acquisitions by Principal; and retention of Vivostat
employees.
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 and approvals; 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.sedarplus.ca. 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.
SOURCE Principal Technologies Inc.