VANCOUVER, BC, April 28, 2025 /CNW/ – Principal Technologies Inc. (the “Company” or “Principal”) (TSXV: PTEC) (FWB: JO7) provides an update on the Licence of Technology Agreement (“Licence”) with Oxford University Innovation Limited (“Oxford“).
Principal has entered into a financing agreement (the “Financing Agreement”) with RLOX Beteiligung GmbH (the “Funding Group”) dated April 25, 2025. pursuant to which the Funding Group will provide Principal with aggregate gross proceeds of C$3,744,000 (or €2.4 million) over four tranches by October 15, 2026, for a subscription of up to 4,940,000 common shares in the capital of Principal (the “Common Shares”) and a 50% interest in the net profits (the “NPI”) in the skin cancer related medical technology products developed under the Licence. The first tranche of C$934,500 (or €600,000) has been received by Principal.
The proceeds from the Financing Agreement will be used to fulfill the research and development funding obligations of the Licence and for other general corporate purposes.
Jerry Trent, Chief Executive Officer of Principal, stated, “Obtaining this funding on favourable terms is a significant accomplishment for Principal. We work well with the Funding Group, and Principal will have a 50% interest in any skin cancer detection applications we develop with Oxford as a result of this financing. I am working closely with our partners at Oxford and will update our shareholders as we move from prototype development on to clinical trials for this exciting venture.”
A proportion of each tranche under the Financing Agreement is allocated between a subscription of Common Shares and the NPI, as set out below, with the price per Common Share being the greater of the below noted price and the applicable market price under the policies of the TSX Venture Exchange (the “TSXV”) on such date:
DATE (1)
ALLOCATED TO
COMMON
SHARES
SHARE
PRICE (2)
MAXIMUM NUMBER
OF COMMON SHARES
TO BE ISSUED
ALLOCATED TO
NET PROFITS
INTEREST (3)
April 28, 2025
$780,000
$0.25
3,120,000
€ 100,000
October 15, 2025
$624,000
$0.50
1,248,000
€ 200,000
April 15, 2026
$312,000
$0.75
416,000
€ 400,000
October 15, 2026
$156,000
$1.00
156,000
€ 600,000
TOTALS:
$1,872,000
4,940,000
€ 1,200,000
(1) Issuance date will be the latter of the date shown and the date of acceptance by the TSXV.
(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 TSXV.
(3) Calculated using an exchange rate of EUR (€) = C$1.56
All transactions contemplated by the Financing Agreement remain subject to the acceptance of the TSXV and, in respect of share issuances that would result in the Funding Group (including persons acting in concert therewith) holding 20% or more of the outstanding Common Shares, approval of the Company’s disinterested shareholders with respect to the creation of a new “Control Person” as defined under the policies of the TSXV.
The Funding Group, including the shareholders thereof, currently has no direct or indirect beneficial ownership or control over any Common Shares. It is anticipated that following the closing of the transactions contemplated by the Financing Agreement, and the debt settlement announced by Principal on April 17, 2025, the Funding Group, together with the shareholders thereof, will hold an aggregate of up to 7,971,561 Common Shares and 3,031,561 common share purchase warrants of the Company (the “Warrants”), which will represent up to 17.10% and up to 22.16% of Principal’s then anticipated issued and outstanding shares on a non-diluted and partially-diluted (assuming the exercise of the Warrants) basis, respectively.
All securities to be issued pursuant to the Financing Agreement will be subject to a statutory hold period expiring four months and one day from the date of issuance.
About Principal Technologies
Principal Technologies Inc. is a Canadian-based healthcare acquisition company. The Company is engaged in building a portfolio of profitable healthcare technology companies with a focus on those with global distribution potential which have intellectual property capable of enhancing medical treatment quality, cost efficiency, optimization of the patient pathway, and implementation of point of care technologies.
ON BEHALF OF THE BOARD
Jerry Trent, Chief Executive Officer
Principal Technologies Inc.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, including, without limitation, statements relating to the transactions contemplated by the Financing Agreement, including the use of proceeds, the receipt of requisite approvals, and the net profits from products developed under the Licence, are forward-looking statements based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the absence of material changes with respect to the Company and its businesses; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in currency markets (such as the Canadian dollar to Euro exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; the successful negotiation and execution of definitive documentation and the receipt of all requisite approvals. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure its shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Should beliefs, opinions, projections, or other factors change, the Company assumes no obligation to update the forward-looking statements, except as required by law.
SOURCE Principal Technologies Inc.
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