PRINCIPAL TECHNOLOGIES ANNOUNCES DEBT SETTLEMENT TRANSACTIONS

VANCOUVER, BC, April 17, 2025 /CNW/ - Principal Technologies Inc. ("Principal" or the "Company") (TSXV: PTEC) (FWB: JO7) announces that it has entered into debt settlement agreements with certain creditors to settle an aggregate of $1,013,849.31 in outstanding debt through the issuance of an aggregate of (a) 3,031,561 units of the Company (the "Debt Settlement Units", and each, a "Debt Settlement Unit") at a deemed value of $0.25 per Unit, and (b) 1,023,835  common shares of the Company (the "Debt Settlement Shares") at a deemed value of $0.25 per Debt Settlement Share (together, the "Debt Settlement Transactions"). Each Debt Settlement Unit shall consist of one common share in the capital of the Company ("Share") and one common share purchase warrant ("Warrant"), whereby each Warrant shall entitle the holder thereof to acquire an additional Share ("Warrant Share") at an exercise price of $0.30 per Warrant Share for a period of 24 months from the date of issuance.

Pursuant to the Debt Settlement Transactions, the Company has agreed to settle an aggregate of $757,890.41 in debt owing to an arm's-length creditor by issuing the Debt Settlement Units, and $255,958.90 in debt owing to a non-arm's-length creditor by issuing the Debt Settlement Shares. The securities to be issued in connection with the Debt Settlement Transactions will satisfy the repayment of previously issued Promissory Notes of the Company in the aggregate principal amount of $1,000,000 plus accrued interest in the amount of $13,849.31. The board of directors of Principal has determined that the Debt Settlement Transactions are in the best interests of the Company.

The participation of Markus Mair, an insider of Principal, through a company he owns and controls, in the Debt Settlement Transactions constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the requirements to obtain a formal valuation and minority shareholder approval provided in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities nor the fair market value of the consideration, insofar as Mr. Mair's participation is concerned, will exceed 25% of the Company's market capitalization.

All securities to be issued pursuant to the Debt Settlement Transactions will be subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable securities legislation. The Debt Settlement Transactions, including the issuance of the securities contemplated thereby, are subject to customary closing conditions and approvals, including acceptance by the TSX Venture Exchange.

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 the applicable Canadian securities legislation. All statements, other than statements of historical fact, including, without limitation, statements relating to the Debt Settlement Transactions, including the issuance of securities contemplated thereby, 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 ability of the Company to obtain acceptance of the Debt Settlement Transactions by the TSX Venture Exchange. 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. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Principal Technologies Inc.

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