Mr. Jerry Trent reports

PRINCIPAL TECHNOLOGIES ANNOUNCES PRIVATE PLACEMENT FINANCING IN CONNECTION WITH OXFORD LICENCE AGREEMENT

Principal Technologies Inc., further to its news releases dated April 28, 2025, July 28, 2025, and July 31, 2025, regarding the financing of its licence of technology agreement with Oxford University Innovation Ltd., intends to complete the third round of financing by issuing an aggregate of 416,000 common shares of the company at a price of 75 cents per common share for aggregate proceeds of $312,000.

The proceeds from the third round are intended to be used to satisfy the company's research and development financing obligations under the licence and for general corporate purposes.

The third round is fully allocated and no finders' fees are to be paid. The common shares to be issued in connection with the third round will be subject to a statutory hold period expiring four months and one day following the date of issuance, in accordance with applicable Canadian securities legislation.

Completion of the third round is subject to the receipt of all required regulatory approvals, including acceptance by the TSX Venture Exchange.

Related party participation in the third round

Roman Leydolf, a significant shareholder of the company, intends to participate in the third round by purchasing 416,000 common shares 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.

The company intends to rely 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 to be issued to the related party nor the consideration to be paid by the related party will exceed 25 per cent of the company's market capitalization.

The company expects that the third round will close within 21 days of this announcement and, accordingly, does not expect to file a material change report in respect of the related party transaction at least 21 days before closing. The company considers this reasonable in the circumstances in order to complete the third round in an expeditious manner.

The third round has been unanimously approved by the company's board of directors.

About Principal Technologies Inc.

Principal Technologies is a Canadian-based healthcare technologies acquisition company. The company is engaged in building a portfolio of profitable health care technology companies with a focus on those with global distribution potential that have intellectual property capable of enhancing medical treatment quality, cost-efficiency, optimization of the patient pathway and implementation of point-of-care technologies.

We seek Safe Harbor.