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VANCOUVER, BC, March 6,
2023 /CNW/ - Principal Technologies Inc. (the
"Company") (TSXV: PTEC.P), is pleased
to announce that the Cease Trade Order (CTO) of the Company on
the TSX Venture Exchange (the "TSXV"), imposed by the
British Columbia Securities Commission (the BCSC) on December 2, 2022 (press release dated
December 7, 2022), has been revoked
and its common shares have resumed trading on the TSXV.
The Company would like to welcome Mr. Peter McKeown, who has been appointed Chief
Financial Officer ("CFO") and Corporate Secretary of the
Company effective March 6, 2023
replacing the Company's CFO and Corporate Secretary, Mr.
Frank Stronach.
Mr. McKeown has been involved in the start-up and growth of
businesses throughout his 40 year career. He has served in various
executive capacities including President, CFO and Director of many
public companies, primarily in the oil & gas, mineral
exploration and technology sectors. He has been a Vice-President of
Player Capital Corporation since 2011, which provides financial and
managerial expertise to growing organizations. Prior thereto he was
the CFO of Axia Netmedia Corporation for over a decade. Peter
obtained his CPA in 1980 while employed with KPMG.
The Company thanks Mr. Stronach for his many contributions to
the Company and wishes him well in his retirement.
The Company is pleased to announce a non-brokered financing of
up to 7,000,000 units at $0.10 for
gross proceeds of up to $700,000 (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 common share
of the Company at $0.12 for a period
of three (3) years from the date of closing. Proceeds of the
Private Placement will be used in part to secure options for
participations in targets that will increase intrinsic value of the
Company and for general working capital.
The Company also announces that it has agreed to settle the
outstanding debt owed by the Company to certain directors of the
Company (the " Creditors ") on account of unpaid director
fees. The principal amount of the debt of €87,500 (C$126,000) (the "Debt") will be settled
50% in cash payments and 50% in Debt Shares (the "Debt
Shares"), through the issuance of 630,000 Debt Shares and
Creditor debts in the amount of €43,750 (C$63,000). The Debt Shares are being issued at a
deemed price of $0.10 per share, in
accordance with the policies of the TSXV. The Company is choosing
to settle the indebtedness through the issuance of Shares to
preserve cash and improve the Company's balance sheet.
The issuance of the Private Placement Units and the Debt Shares
to the Creditors will constitute a "related party transaction"
within the meaning of the Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") and Policy 5.9 of the TSXV.
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 Debt Shares nor the debt exceeds 25% of the
Company's market capitalization.
Closing of the Private Placement and the shares-for-debt
transaction are subject to approval of the TSXV and completion of
final documentation. The securities to be issued under the Private
Placement and shares-for-debt transaction are subject to a four (4)
month plus one day hold period from the date of the issuance.
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 Principal Technologies Inc. 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 Principal
Technologies Inc.'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.
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; 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.sedar.com. Principal
Technologies Inc. disclaims any obligation to update or revise any
forward-looking information or statements except as may be
required."
Neither 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 news
release.
ON BEHALF OF THE BOARD
Jerry Trent, Chief Executive
Officer
Principal Technologies Inc.
SOURCE Principal Technologies Inc.