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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.

The Company expects that the Third Round will close within 21 days of this announcement and, accordingly, does not expect to file a material change report in respect of the related party transaction at least 21 days before closing. The Company considers this reasonable in the circumstances in order to complete the Third Round in an expeditious manner.

The Third Round has been unanimously approved by the Company's board of directors.

About Principal Technologies

Principal Technologies Inc. is a Canadian-based healthcare technologies 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 Information

This news release contains forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information in this news release includes statements regarding the proposed completion and terms of the Third Round, the issuance of the Common Shares, the anticipated proceeds, the intended use of proceeds, the participation of Roman Leydolf, the Company's reliance on exemptions under MI 61-101 and the receipt of required regulatory approvals, including acceptance by the TSX Venture Exchange.

Forward-looking information is based on assumptions considered reasonable by management as of the date of this news release, including that the Third Round will be completed on the terms and within the timeframe contemplated, that the subscriber will complete the proposed subscription, that all required approvals will be obtained and that the proceeds will be used as currently proposed.

Forward-looking information is subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including the risk that the Third Round may not be completed on the proposed terms or at all, that required approvals may not be obtained, that the Company may not be entitled to rely on the exemptions under MI 61-101 described herein and that the proceeds may be used differently as circumstances change.

Although the Company believes that the assumptions underlying forward-looking information are reasonable, forward-looking information is not a guarantee of future performance, and actual results may differ materially from those expressed or implied by such forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Principal Technologies Inc.