PRINCIPAL TECHNOLOGIES ANNOUNCES FINANCING OF OXFORD LICENCE AGREEMENT
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:
(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.
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.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Globe and Mail
7 minutes ago
- Globe and Mail
News Brief: Westbridge Renewable Energy
%WestbridgeRenewableEnergy Corp. (TSXV: $WEB) (OTC: $WEGYF) (FRA: PUQ) a leading developer of utility-scale renewable energy and energy infrastructure, announces its intention to consolidate the Company's common shares. The Company announced that its Board of Directors has approved a consolidation of the Company's common shares on the basis of one post-consolidation Common Share for every four pre-consolidation Common Shares.
Cision Canada
2 hours ago
- Cision Canada
Westbridge Renewable Energy Announces Share Consolidation
CALGARY, AB, /CNW/ - Westbridge Renewable Energy Corp. (TSXV: WEB) (OTCQX: WEGYF) (FRA: PUQ) ("Westbridge", "Westbridge Renewable" or the "Company") a leading developer of utility-scale renewable energy and energy infrastructure, announces its intention to consolidate the Company's common shares. The Company announces that its Board of Directors has approved a consolidation of the Company's common shares (the " Common Shares") on the basis of one (1) post-consolidation Common Share for every four (4) pre-consolidation Common Shares (the " Consolidation"), subject to approval from the TSX Venture Exchange (the " Exchange" or the " TSXV"). The Consolidation is being undertaken in order to position the Company for broader institutional investor participation, enhance trading liquidity, and support its long-term capital markets strategy. The Company currently has 101,149,851 Common Shares issued and outstanding. Following the Consolidation, it is expected that the Company will have approximately 25,287,462 Common Shares issued and outstanding, subject to rounding for fractional shares. No fractional shares will be issued as a result of the Consolidation. Any fractional interest in Common Shares will be rounded down to the nearest whole number, in accordance with TSXV policies. The Consolidation remains subject to final approval by the Exchange. The Company's name and trading symbol will remain unchanged. The effective date of the Consolidation, along with the new CUSIP and ISIN numbers, will be announced in a subsequent news release once TSXV approval has been obtained. "This share consolidation is a strategic step that supports Westbridge's broader growth trajectory and enhances our profile in public capital markets," said Stefano Romanin, CEO of Westbridge. About Westbridge Renewable Energy Westbridge originates, develops, operates and monetizes best-in-class, utility-scale solar PV projects, stand-alone battery energy storage projects and other clean energy-focused development. The Company has a portfolio of projects in four key jurisdictions: Canada, the U.S., the U.K. and Italy. Westbridge delivers attractive, long-term returns by originating and developing an international portfolio of renewable energy assets to support increasing demand for energy and grid reliability. Management brings a strong track-record with a cumulative 40+ development projects worldwide. As one of very few listed, pure-play international solar and BESS development companies, Westbridge provides investors with access to greenfield solar and energy storage projects at the earliest stage of development, allowing them to benefit from the full development value chain. Westbridge aims to deliver clean, sustainable electricity and energy storage solutions to support increasing electricity demand and grid reliability in the jurisdictions in which it operates. For more information, please visit: | Twitter | LinkedIn 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. Forward-Looking Statements Certain information set forth in this document contains forward-looking information and statements and the timing thereof. Forward-looking information also includes management's assessment of future plans and operations, that the Company will complete the Consolidation; that the Company will receive the necessary approvals to complete the Consolidation; that the number of Shares outstanding following the Consolidation will be consistent with the number set out herein; that the Consolidation will impact the Company as anticipated; and that the treatment of fractional shares will align with management's current expectations. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future, including project milestone progress at Fontus, and should not be relied upon for any other purpose. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project", "potential", "will", "may", "could", "should", or similar words suggesting future outcomes or statements regarding future performance and outlook. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them, as actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: the Company's ability to complete licensing and interconnection processes; availability of capital and financing on acceptable terms or at all; risks relating to general business, economic, competitive, regulatory, policy and social uncertainties; changes in laws or market conditions; and the risks identified under the headings "Risk Factors" in the Company's annual financial statements and management's discussion and analysis, and other disclosure documents available on the Company's profile on SEDAR+ at The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, except as required by law. SOURCE Westbridge Renewable Energy Corp.
Cision Canada
4 hours ago
- Cision Canada
LOMBARD STREET CAPITAL CORP. AND LITHIUM AFRICA RESOURCES CORP. ANNOUNCE EXECUTION OF BUSINESS COMBINATION AGREEMENT
/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TORONTO, July 25, 2025 /CNW/ - Lombard Street Capital Corp. (TSXV: LSC.P) (the " Corporation") a capital pool company as defined under TSX Venture Exchange (" TSXV" or the " Exchange") Policy 2.4 – Capital Pool Companies, and Lithium Africa Resources Corp. (" LARC") are pleased to announce that, further to the Corporation's news releases dated March 31, 2025 and April 21, 2025 (the " Prior Press Releases"), the Corporation and LARC, have entered into a business combination agreement dated July 24, 2025 (the " Definitive Agreement") in connection with the proposed business combination of the Corporation and LARC to ultimately form the resulting issuer (the " Resulting Issuer") that will continue on the business of LARC, subject to the terms and conditions outlined below and in the Prior Press Releases. The Corporation and LARC intend that the transactions contemplated by the Definitive Agreement (the " Proposed Transaction") will constitute the Corporation's Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Proposed Transaction, the Resulting Issuer intends to list as a Tier 2 Mining Issuer on the Exchange. Under the terms of the Definitive Agreement, the Proposed Transaction will be completed by way of a merger under the laws of the Cayman Islands, whereby a wholly owned subsidiary of the Corporation to be incorporated under the laws of the Cayman Islands and LARC will merge under the laws of the Cayman Islands, and the resulting merged entity will survive as a wholly-owned subsidiary of the Corporation. Each issued and outstanding Class A common share of LARC (each an " LARC Share") will be exchanged for common shares (the " Resulting Issuer Shares") of the Resulting Issuer on the basis of one (1) Resulting Issuer Share for one (1) LARC Share (the " Exchange Ratio"). In addition, it is contemplated that all securities convertible, exercisable or exchangeable into LARC Shares outstanding at the effective time will be exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio. Please see the Prior Press Releases for additional information regarding the Proposed Transaction. About LARC LARC has an established 50/50 joint venture partnership with GFL International Co., Ltd. (" GFL") to jointly advance exploration in Africa (the " LAR-GFL JV") and through the LAR-GFL JV, LARC has an indirect 50% interest in a portfolio of exploration assets in hardrock pegmatite districts across a number of prospective African regions covering Ivory Coast, Guinea, Mali and Zimbabwe; separately LARC is working in collaboration with Morocco's National Office of Hydrocarbons and Mining to explore in the Bir El Mami area, located in the Dakhla-Oued Ed-Dahab region (collectively the " Properties"). Prior to completion of the Proposed Transaction, LARC proposes to effect a split of the issued and outstanding LARC Shares, on a fully diluted basis, on the basis of approximately ten (10) post-split LARC Shares for every one (1) pre-split LARC Share issued and outstanding (the " LARC Share Split"). Please see the Prior Press Releases for additional information regarding LARC and the Properties. LARC Private Placement In connection with the Proposed Transaction, LARC completed a brokered and non-brokered private placement offering (collectively, the " LARC Private Placement") of 123,396 units of LARC (the " LARC Units") at a price of C$28.00 per LARC Unit for gross proceeds of C$3,455,088. Each LARC Unit is comprised of (i) one LARC Share, (ii) one LARC Share purchase warrant (each LARC Share purchase warrant, a " Warrant") entitling the holder thereof to acquire one additional LARC Share (each, a " Warrant Share") at a price of C$37.00 per Warrant Share until April 22, 2030, and (iii) one special warrant of LARC (each, a " LARC Special Warrant"). Each Special Warrant entitles the holder thereof to receive, without payment of any further consideration and without further action on the part of the holder, and subject to customary adjustment provisions, 0.15 additional LARC Shares (the " Penalty Shares"). The Special Warrants shall be automatically exercised, with no further action on the part of the holder (and for no additional consideration), on October 22, 2025 (the " Trigger Date"). In the event the Proposed Transaction is completed on or before 5:00 p.m. (ET) on the Trigger Date, the Special Warrants will expire, and the Penalty Shares will not be issued. The LARC Shares, LARC Warrants and LARC Special Warrants will be issued on a pre-LARC Share Split basis. In connection with the LARC Private Placement, LARC paid to certain brokers and finders a cash commission of approximately $117,200 and issued 1,011 broker warrants and 7,627 advisory warrants with each broker warrant and advisory warrant being exercisable until April 22, 2028 to acquire one LARC Share for C$28.00. Following the completion of the Proposed Transaction, the Resulting Issuer is anticipated to have cash on hand of approximately C$7 million, which shall be used towards the exploration and development of LARC's asset portfolio. On the terms of the LARC GFL JV, funding provided by LARC into the Properties is expected to be matched by GFL. LARC intends to use the net proceeds of the LARC Private Placement and the Concurrent Financing for (i) exploration of its properties in Ivory Coast and Zimbabwe (the " Material Properties"), and (ii) general corporate and working capital purposes. Completion of the Concurrent Financing is a condition of the completion of the Proposed Transaction. Concurrent Financing Prior to or concurrently with the closing of the Proposed Transaction, it is anticipated that LARC will complete a concurrent non-brokered private placement (the " Concurrent Financing") of subscription receipts (each a " Subscription Receipt") at C$2.80 per Subscription Receipt (on a post-LARC Share Split basis), for minimum gross proceeds of C$1,544,914. Each Subscription Receipt shall convert into one unit of LARC (each, a " SR Unit") (on a post-LARC Share Split basis) immediately prior to the closing of the Proposed Transaction. Each SR Unit shall comprise of one LARC Share and one LARC Share purchase warrant entitling the holder thereof to acquire one additional LARC Share at a price of C$3.70 per LARC Share for a period of five years from the date of issuance. Lock up Agreements In addition to the escrow requirements of the TSXV and applicable securities laws, certain securityholders of LARC, who collectively own 969,164 LARC Shares (representing approximately 68% of the issued and outstanding LARC Shares) and 124,850 options (" LARC Options") of LARC (representing approximately 62% of the outstanding LARC Options), have agreed to a voluntary one-year lock-up period with respect to the Resulting Issuer Shares and options of the Resulting Issuer that they will receive in exchange for their LARC Shares and LARC Options upon completion of the Proposed Transaction. Lombard is a capital pool company and its common shares are listed for trading on the TSXV under the symbol "LSC.P". Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Lombard will file a filing statement or a management information circular on its issuer profile on SEDAR+ ( which will contain details regarding the Proposed Transaction, Lombard, the Material Properties, the Concurrent Financing, and the Resulting Issuer. Sponsorship of Qualifying Transaction Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Lombard intends to apply for an exemption from the sponsorship requirements. Reinstatement to Trading In accordance with the policies of the TSXV, the Lombard Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction. Further Information Further details about the Proposed Transaction and the Resulting Issuer will be provided in subsequent press releases as the Proposed Transaction advances and in the disclosure document to be prepared and filed in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction. ABOUT THE CORPORATION The Corporation is a CPC that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy, until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction. Information concerning LARC has been provided to the Corporation by LARC for inclusion in this press release. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements in this press release relate to, among other things, the Proposed Transaction and certain terms and conditions thereof; the business of LARC, information concerning the Material Properties, the commissioning of an updated NI 43-101 compliant technical report with respect to the Material Properties, the terms, use of proceeds and completion of the LARC Private Placement and the Concurrent Financing, and the terms thereof; TSXV sponsorship requirements and intended application for exemption therefrom; matching of the Resulting Issuer's funds by GFL; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; the listing of the Resulting Issuer on the Exchange; and completion of a Qualifying Transaction. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. SOURCE Lombard Street Capital Corp.
