/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, BC, April 3,
2024 /CNW/ - Principal Technologies Inc. (the
"Company") (TSXV: PTEC) (FSE: J07), is
pleased to announce that on March 8,
2024, it entered into a binding commitment letter with the
effect that the GreenIslands Opportunities Fund (the
"Lender") will provide a secured loan in the principal
amount of €8,000,000 (the "Loan") to provide acquisition
financing with respect to the cash portion of the purchase price
for Vivostat A/S ("Vivostat"), as further outlined in its
news release dated February 6, 2024,
and for general working capital purposes.
The terms of the Loan include:
- the secured loan shall be provided to the Company by the Lender
on a lump sum basis;
- interest rate of 12.00% per annum on the principal amount
outstanding, payable up to and including the date which is six (6)
years after the initial advance under the Loan (the "Loan
Maturity Date");
- interest will be payable quarterly and principal amount payable
in twenty (20) quarterly installments;
- principal amount and interest in the first year shall not be
paid until the Loan Maturity Date;
- the loan will be secured by, among other things, a pledge of
all the shares acquired in Vivostat; and
- payment shall be permitted in full or in part with a 6%
prepayment penalty on the prepaid amount.
The Loan provides full financing for the Company to close the
Vivosat acquisition, and after final adjustments any remaining
funds will be utilized by the Company for working capital
purposes.
"This loan, by our major shareholder, effectively underwrites
our previously-announced acquisition of Vivostat" commented
Jerry Trent, Chief Executive Officer
of Principal Technologies Inc. "Vivostat is the world's leading
autologous sealant solution, developed by Bristol Myers Squibb at a
cost of US$100 million. We are now on
track to bring this solution to the thousands of hospitals and
clinics in jurisdictions in which it has never been sold, including
Japan, Brazil and Australia."
Vivostat is a profitable company generating €3.8 million in
revenue in 2023.
In addition, the Company is pleased to announce a non-brokered
financing of up to 4,000,000 units at $0.25 (the "Offering Price") for gross
proceeds of up to $1,000,000 (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. Proceeds of the Private
Placement will be used for general working capital and corporate
purposes.
In connection with the Private Placement, pursuant to the
policies of the TSX Venture Exchange (the "Exchange"), the
deemed price of the 2.5 million common shares issuable by the
Company as partial consideration for the acquisition of Vivostat
shall be revised to the Offering Price.
The Private Placement is subject to approval of the Exchange 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 Lender holds 38.03% of the Company's issued and outstanding
shares and as such the Loan constitutes a related party transaction
as defined under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Loan is exempt from the formal valuation requirements
pursuant to Subsection 5.5(b) of MI 61-101 (Issuer Not Listed on
Specified Markets) and is exempt from the minority shareholder
approval requirements pursuant to Subsection 5.7(f) of MI 61-101
(Loan to Issuer, No Equity or Voting Component). The material
change report in relation to the related party transactions will be
filed less than 21 days before the completion of the proposed Loan
as the Company wishes to complete the corresponding acquisition of
Vivostat as soon as commercially feasible.
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.
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.