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Principal Technologies Inc
Symbol PTEC
Shares Issued 22,875,461
Close 2023-11-24 C$ 0.14
Recent Sedar Documents

Principal Technologies adopts new stock option plan

2023-11-27 10:38 ET - News Release

Subject: Principal Technologies Inc. (PTEC) ~ News Release for dissemination today Word Document File: '\\swfile\EmailIn\20231127 071743 Attachment 2023-11-27 PTEC NR New 20% Fixed Option Plan_FINAL.docx' PRINCIPAL TECHNOLOGIES ANNOUNCES NEW STOCK OPTION PLAN Vancouver, British Columbia - November 27, 2023 - Principal Technologies Inc. (the "Company") (TSXV: PTEC), is pleased to announce that the Board of Directors of the Company (the "Board") has approved the adoption of a new 20% fixed stock option plan (the "New Option Plan"). On July 11, 2023, the Board adopted a 10% fixed stock option plan (the "Considered Plan") (see press release date July 11, 2023). The Considered Plan was subject to approval by the TSX Venture Exchange (the "Exchange") and would be in addition to the Company's 10% rolling stock option plan (the "Option Plan") that was last approved by shareholders at their annual general and special meeting held on November 30, 2022. Upon review and consultation with the Exchange, the Board has subsequently adopted the New Option Plan. The New Option Plan will reserve for issuance 4,575,092 common shares of the Company under similar terms and conditions as the existing Option Plan. The maximum term of each stock option (each an "Option") shall not be greater than ten years. The exercise price of each Option shall not be less than the market price of the Company's shares at the date of grant. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any three month period. All other Options vest at the discretion of the Board. If approved by shareholders, all issued and outstanding stock options granted under the Option Plan will be ratified, continued, and governed by the New Option Plan. The Company has granted 2,125,000 conditional stock options ("Conditional Options") under the New Option Plan to the CEO of the Company at an exercise price of $0.12 per share. The Conditional Options will vest immediately and be exercisable for a 10-year term expiring July 10, 2033. The Conditional Options granted under the New Option Plan may not be exercised until disinterested shareholder approval has been received. If approved by shareholders, the 2,125,000 Conditional Options will replace the existing performance bonus of the CEO that was approved by shareholders on June 30, 2021. This annual performance bonus is payable to a company controlled by the CEO and is calculated as 20% of the increase in the market value of the Company, if any, and is payable in treasury common stock. Moving the CEO to an approved stock option based compensation plan is better understood and accepted in the Canadian capital markets. Shareholders will be asked to approve of the New Option Plan at the Annual General and Special Meeting of Shareholders to be held on December 12, 2023. A copy of the Management Information Circular for this meeting is available at www.SEDARplus.ca. ON BEHALF OF THE BOARD Jerry Trent, Chief Executive Officer Principal Technologies Inc. For investor inquiries or further information, please contact: Office@principal-technologies.com 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. 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. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause the Company'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. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required. PDF Document File: Attachment 2023-11-27 PTEC NR New 20% Fixed Option Plan_FINAL.pdf PRINCIPAL TECHNOLOGIES ANNOUNCES NEW STOCK OPTION PLAN Vancouver, British Columbia November 27, 2023 Principal Technologies Inc. (the "Company") (TSXV: PTEC), is pleased to announce that the Board of Directors of the Company (the "Board") has approved the adoption of a new 20% fixed stock option plan (the "New Option Plan"). On July 11, 2023, the Board adopted a 10% fixed stock option plan (the "Considered Plan") (see press release date July 11, 2023). The Considered Plan was subject to approval by the TSX Venture Exchange (the "Exchange") and would be in addition to the Company's 10% rolling stock option plan (the "Option Plan") that was last approved by shareholders at their annual general and special meeting held on November 30, 2022. Upon review and consultation with the Exchange, the Board has subsequently adopted the New Option Plan. The New Option Plan will reserve for issuance 4,575,092 common shares of the Company under similar terms and conditions as the existing Option Plan. The maximum term of each stock option (each an "Option") shall not be greater than ten years. The exercise price of each Option shall not be less than the market price of the Company's shares at the date of grant. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All other Options vest at the discretion of the Board. If approved by shareholders, all issued and outstanding stock options granted under the Option Plan will be ratified, continued, and governed by the New Option Plan. The Company has granted 2,125,000 conditional stock options ("Conditional Options") under the New Option Plan to the CEO of the Company at an exercise price of $0.12 per share. The Conditional Options will vest immediately and be exercisable for a 10-year term expiring July 10, 2033. The Conditional Options granted under the New Option Plan may not be exercised until disinterested shareholder approval has been received. If approved by shareholders, the 2,125,000 Conditional Options will replace the existing performance bonus of the CEO that was approved by shareholders on June 30, 2021. This annual performance bonus is payable to a company controlled by the CEO and is calculated as 20% of the increase in the market value of the Company, if any, and is payable in treasury common stock. Moving the CEO to an approved stock option based compensation plan is better understood and accepted in the Canadian capital markets. Shareholders will be asked to approve of the New Option Plan at the Annual General and Special Meeting of Shareholders to be held on December 12, 2023. A copy of the Management Information Circular for this meeting is available at www.SEDARplus.ca. ON BEHALF OF THE BOARD Jerry Trent, Chief Executive Officer Principal Technologies Inc. For investor inquiries or further information, please contact: Office@principal-technologies.com 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. 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. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause the Company'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. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required.

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