Vancouver, British Columbia – June 20, 2024 – Principal Technologies Inc. (the “Company”) (TSXV: PTEC; FSE: J07), is pleased to announce the closing of the first tranche (“Tranche 1”) of its previously announced non-brokered private placement (the “Offering”) with one investor, MRPT Invest UG (“MRPT”), a company owned and controlled by Markus Mair. The Company issued a total of 4,000,000 units at $0.25 per unit for gross proceeds of $1,000,000. 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 Warrants are subject to a blocker term that prohibits exercise of the Warrants to the extent the holder would as a result of any exercise exceed 19.99% of then issued Shares.

As a result of the acquisition of Units, Mr. Mair now owns and/or controls directly and indirectly 7,003,333 Shares and 4,000,000 Warrants, representing 19% of the issued and outstanding Shares of the Company and 26.92% on a partially diluted basis, but, as noted above, Mr. Mair will be restricted to 19.99% at any one time. Prior to this transaction, Mr. Mair, through MRX Invest UG (a company owned and controlled by Mr. Mair), held 3,003,333 Shares of the Company, representing 9.14% of the issued and outstanding Shares of the Company. Mr. Mair selectively invests in growth opportunities and has been a significant supporter of the Company during the acquisition phase.

Mr. Mair and his related entities acquired these securities for investment purposes and, as disclosed in the early warning report accompanying this news release, may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.

This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the early warning report to be filed by Mr. Mair in connection with the Offering will be available under the Company’s profile on SEDAR+ at (www.sedarplus.ca).

Proceeds of the Offering 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.

All securities issued pursuant to Tranche 1 of the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities. The Offering remains subject to final approval of the TSX Venture Exchange.

ON BEHALF OF THE BOARD

Jerry Trent, Chief Executive Officer
Principal Technologies Inc.

For investor inquiries or further information, please contact:
office@principal-technologies.com

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 2 projections. All statements, other than statements of historical fact, constitute forward-looking statements or forwardlooking 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.

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.