PRINCIPAL TECHNOLOGIES ANNOUNCES UPSIZING OF PRIVATE PLACEMENT

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VANCOUVER, BC, June 7, 2024 /CNW/ - Principal Technologies Inc. (the "Company") (TSXV: PTEC) (FSE: J07), is pleased to announce an increase in the previously announced non-brokered financing of 4,000,000 units (see news release dated April 3, 2024), to 8,000,000 units at $0.25 (the "Offering Price") for gross proceeds of up to $2,000,000 (the "Private Placement). 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 Company has received $1,000,000 of subscriptions with funds being held in escrow. The closing of a first tranche is pending receipt of TSX Venture Exchange ("TSXV") approval.

Proceeds of the Private Placement 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.

The Private Placement is subject to approval of the TSXV and all securities of the Company issued pursuant to the Private Placement will be subject to a four-month hold period from the date of issuance. The Private Placement will not result in the creation of a new control person of the Company.

The securities offered have not been 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 absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Company also announces that principal amount of the secured loan from GreenIslands Opportunities Fund (the "Lender"), as announced in the April 3, 2024, news release has increased from €8,000,000 to €9,000,000. The deemed price of the 2.5 million common shares (the "Consideration Shares") issuable by the Company to the Lender as partial consideration for the acquisition of Vivostat (the "Acquisition") shall have a deemed value of $0.25 per Consideration Share. All other terms of the loan will remain the same.

The person receiving the finder's fee in connection with the Acquisition (the "Finder's Fee"), subject to approval of the TSXV, is Reinhold Eder. The Finder's Fee will be calculated as 1% of the cash portion of the purchase price.

ON BEHALF OF THE BOARD

Jerry Trent, Chief Executive Officer
Principal Technologies Inc.

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

Forward-looking information and statements involve known and unknown risks and uncertainties that may cause the Company's actual results, performance, and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon. Forward-looking statements included in this press release include the closing of the Private Placement on the terms and timing set out herein; the receipt of all application Exchange and regulatory approvals and satisfaction of conditions pursuant to the Private Placement; receipt of TSXV approval for the Acquisition; realizing synergies between component companies and further acquisitions by Principal; and retention of Vivostat employees.

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.

SOURCE Principal Technologies Inc.

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