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VANCOUVER, BC, July 16, 2026 /CNW/ -- Principal Technologies Inc. (TSXV: PTEC) (FWB: JO7) (the "Company") announces that, further to its news releases dated April 28, 2025, July 28, 2025, and July 31, 2025, regarding the financing of its Licence of Technology Agreement (the "Licence") with Oxford University Innovation Limited, the Company intends to complete the third round of financing by issuing an aggregate of 416,000 common shares of the Company ("Common Shares") at a price of $0.75 per Common Share for aggregate proceeds of $312,000 (the "Third Round").
The proceeds from the Third Round are intended to be used to satisfy the Company's research and development funding obligations under the Licence and for general corporate purposes.
The Third Round is fully allocated, and no finder's fees are to be paid. The Common Shares to be issued in connection with the Third Round will be subject to a statutory hold period expiring four months and one day following the date of issuance, in accordance with applicable Canadian securities legislation.
Completion of the Third Round is subject to the receipt of all required regulatory approvals, including acceptance by the TSX Venture Exchange.
The securities described in this news release 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 applicable state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an available exemption from such requirements. This news 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 Third Round
Roman Leydolf, a significant shareholder of the Company, intends to participate in the Third Round by purchasing 416,000 Common Shares for aggregate consideration of $312,000. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, on the basis that neither the fair market value of the securities to be issued to the related party nor the consideration to be paid by the related party will exceed 25% of the Company's market capitalization.