Latest news with #LicenceofTechnologyAgreement
Cision Canada
28-07-2025
- Business
- Cision Canada
PRINCIPAL TECHNOLOGIES ANNOUNCES PRIVATE PLACEMENT FINANCING
VANCOUVER, BC, July 28, 2025 /CNW/ - Principal Technologies Inc. (the " Company" or " Principal") (TSXV: PTEC) (FWB: JO7) is pleased to announce that, further to its news release dated April 28, 2025, regarding the financing of its Licence of Technology Agreement (the " Licence") with Oxford University Innovation Limited, the Company announces it has arranged to complete the second round of financing (" Second Round") ahead of schedule. The Second Round was originally contemplated to occur in October 2025 and to consist of the issuance of 1,248,000 common shares of the Company (" Common Shares") at a price of $0.50 per Common Share to raise proceeds of $624,000 (the " Proceeds"). The Company is now targeting to complete the Second Round by issuing an aggregate of 2,080,000 Common Shares within the next week at a price of $0.30 per Common Share (the " Issuance Price") to raise the Proceeds. The Issuance Price represents a 13% premium to market. The Second Round is fully allocated to a significant shareholder of the Company and no finder's fees are applicable. The proceeds of the Second Round are intended to be used to fulfill the research and development funding obligations of the Licence and for other general corporate purposes. The Common Shares to be issued in connection with the Second Round will be subject to the statutory hold period of four months from the date of issuance in accordance with applicable Canadian securities legislation. Completion of the Second Round is subject to the receipt of all requisite approvals, including the acceptance of the TSX Venture Exchange. The securities described herein 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 state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This 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 Offering A significant shareholder of the Company will be participating in the Offering by purchasing the Common Shares. The participation by Roman Leydolf an insider of Principal, constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by the insider, nor the consideration for the securities paid by such insider, exceeds 25% of Principal's market capitalization. The Company expects that the closing of the Second Round will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deems this circumstance reasonable in order to complete the Second Round in an expeditious manner. The Second Round has been unanimously approved by the Company's board of directors. About Principal Technologies Principal Technologies Inc. is an international healthcare technologies investor. The Company is engaged in developing a portfolio of profitable healthcare technology assets focused on those with global distribution potential and 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 certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements in this news release, other than statements of historical fact, including, without limitation, statements relating to the closing of the Second Round, the terms of the Second Round, the use of proceeds of the Second Round, the receipt of acceptance of the Second Round by the TSX Venture Exchange, and the plans and business of Principal are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Principals, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to close the Second Round on the terms announced or at all, and the ability of the Company to obtain acceptance by the TSX Venture Exchange. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Principal does not assume any obligation to update these forward-looking statements should they change, except as required by applicable securities laws.
Cision Canada
12-05-2025
- Business
- Cision Canada
PRINCIPAL TECHNOLOGIES ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING
VANCOUVER, BC, May 12, 2025 /CNW/ - Principal Technologies Inc. (the " Company" or " Principal") (TSXV: PTEC) (FWB: JO7) announces, further to its news releases dated April 28, 2025, regarding the financing agreement reached with RLOX Beteiligung GmbH (the " Financing Agreement"), and May 2, 2025, with respect to a further financing transaction, respectively, the closing of its private placement financings (together, the " Offering") issuing an aggregate of 4,120,000 common shares of the Company (the " Common Shares") at a price of $0.25 per Common Share, thereby raising proceeds of $1,030,000 (the " Proceeds"). No finder's fees were paid and the Proceeds are intended to fulfill the research and development funding obligations of Principal's Licence of Technology Agreement with Oxford University Innovation Limited (see news release dated April 8, 2025) and for general working capital purposes. The Common Shares are subject to a statutory hold period expiring September 10, 2025, being the date that is four months and one day from the date of issuance in accordance with applicable Canadian securities legislation. The Offering remains subject to final acceptance by the TSX Venture Exchange. As disclosed in the Company's news release dated April 28, 2025, further non-brokered private placements are anticipated in connection with the Financing Agreement, as follows: (1) Issuance date will be the latter of the date shown and the date of acceptance by the TSX Venture Exchange. (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 TSX Venture Exchange. The securities described herein 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 state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This 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 Offering A significant shareholder of the Company participated in the Offering by purchasing an aggregate of 1,000,000 of the Common Shares. The participation by Markus Mair, an insider of Principal, through a company he owns and controls constituted a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101"). The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by the insider, nor the consideration for the securities paid by such insider, exceeded 25% of Principal's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner. The Offering was unanimously approved by the Company's board of directors. 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 certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements in this news release, other than statements of historical fact, including, without limitation, statements relating to TSX Venture Exchange final acceptance of the Offering, the use of Proceeds, further private placements anticipated in connection with the Financing Agreement, and the future plans and business of Principal are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Principal, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to obtain final acceptance of the Offering and the ability of the Company to proceed with the further private placements related to the Financing Agreement on the terms anticipated or at all.
Cision Canada
28-04-2025
- Business
- Cision Canada
PRINCIPAL TECHNOLOGIES ANNOUNCES FINANCING OF OXFORD LICENCE AGREEMENT
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: (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.
