/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, July 24, 2026 /CNW/ -- Principal Technologies Inc.(the "Company" or "Principal") (TSXV: PTEC) (FWB: JO7) is pleased to announce that, further to its news release of July 16, 2026, regarding the financing of its Licence of Technology Agreement (the "Licence") with Oxford University Innovation Limited, the Company has closed the third round of financing through the issuance of an aggregate of 416,000 common shares of the Company ("Common Shares") at a price of $0.75 per Common Share for aggregate gross proceeds of $312,000 (the "Third Round").

The proceeds from the Third Round will be used to satisfy the Company's research and development funding obligations under the Licence and for general corporate purposes. No finder's fees were paid in connection with the Third Round.

The Common Shares issued in connection with the Third Round are subject to a statutory hold period expiring November 25, 2026, being the date that is four months and one day from the date of issuance, in accordance with applicable Canadian securities legislation. The Third Round has received conditional acceptance from the TSX Venture Exchange but remains subject to receipt of final acceptance from the TSX Venture Exchange. 

The securities described in this news release 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 applicable state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an available exemption from such requirements. This news 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 Third Round

Roman Leydolf, a significant shareholder of the Company, participated in the Third Round, purchasing all 416,000 Common Shares issued thereunder for aggregate consideration of $312,000. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, on the basis that neither the fair market value of the securities issued to the related party nor the consideration paid by the related party exceeded 25% of the Company's market capitalization.

As previously disclosed, the Company closed the Third Round within 21 days of announcing the related party transaction and, accordingly, did not file a material change report in respect of the related party transaction at least 21 days before closing. The Company considered this reasonable in the circumstances in order to complete the Third Round in an expeditious manner.

The Third Round was unanimously approved by the Company's board of directors.

About Principal Technologies

Principal Technologies Inc. is a Canadian-based healthcare technologies acquisition company. The Company is engaged in building a global 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 Information

This news release contains forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information in this news release includes statements regarding the intended use of proceeds, the Company's reliance on exemptions under MI 61-101, and the receipt of final acceptance from the TSX Venture Exchange.

Forward-looking information is based on assumptions considered reasonable by management as of the date of this news release, including that the proceeds will be used as currently proposed, that the Company is entitled to rely on the exemptions under MI 61-101 described herein, and that final acceptance from the TSX Venture Exchange will be obtained.

Forward-looking information is subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including the risk that the proceeds may be used differently as circumstances change, that the Company's reliance on the exemptions under MI 61-101 described herein may be challenged, and that final acceptance of the TSX Venture Exchange may not be obtained.

Although the Company believes that the assumptions underlying forward-looking information are reasonable, forward-looking information is not a guarantee of future performance, and actual results may differ materially from those expressed or implied by such forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Principal Technologies Inc.