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the British Columbia Securities Commission (the BCSC) on December 2, 2022 (press release dated December 7, 2022), has been revoked and its common shares have resumed trading on the TSXV.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.