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VANCOUVER, BC, July 21, 2021 /CNW/ - Principal Technologies
Inc. (the "Company") (TSXV: PTEC.P), is pleased to
announce that all matters submitted to shareholders for approval as
set out in detail in the Corporation's management information
circular ("Circular") dated May 27, 2021 were
approved at the Annual General and Special Meeting of Shareholders
of the Company held on June 30, 2021 (the
"Meeting").
The Company is also pleased to announce, that it has received
conditional approval from the TSX Venture Exchange (the
"TSXV") in connection with its previously announced
qualifying transaction with E&E CRO Consulting GmbH
("E&E") (the "Transaction"). As previously
announced on July 8, 2021, the
Company will acquire an 80% investment interest in E&E, an arms
length private company. The Company filed a Filing Statement dated
July 21, 2021.
Meeting Results
At the Meeting, disinterested shareholders of the Company voted
in favour of the following resolutions proposed in the Circular,
thereby implementing the certain changes needed to transition to
the TSXV Policy 2.4 – Capital Pool Companies that became effective
as at January 1, 2021 ("Policy 2.4"):
- Removing the consequences associated with the Corporation not
completing a Qualifying Transaction within 24 months of its listing
date; and
- authorizing the Corporation to make certain amendments to the
Corporation's escrow agreement.
Please refer to the Company's news release dated
June 4, 2021 and the Circular
for further details with respect to the amendments associated with
the new Policy 2.4.
Filing
Statement
In connection with the Transaction and pursuant to TSXV
requirements, Principal Technologies Inc. has filed the Filing
Statement on SEDAR under the Company's issuer profile
at www.sedar.com. Readers are strongly encouraged to review
the Filing Statement for full details on the Transaction.
Closing of the Transaction is expected to occur on or about
July 28, 2021 and it is anticipated
that the common shares of the resulting issuer company (the
"Resulting Issuer") will commence trading on the TSXV under
the ticker symbol "PTEC" before the end of July 2021. The closing of the Transaction remains
subject to various closing conditions, including, but not limited
to, the TSXV providing final approval for the Transaction.
Further details of the Transaction can be found in the Filing
Statement. Reference is also made to the Company's news release
dated July 8, 2021 for additional
information relating to the Transaction.
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements regarding the
plans, intentions, beliefs and current expectations of the Company
with respect to future business activities and operating
performance. Forward-looking statements are often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions and includes information regarding: (a) expectations
regarding whether the Transaction will be consummated including
whether the conditions to the consummation of the Transaction; (b)
the timing for completing the Transaction, if at all, and the
conditions to such transaction; and (c) expectations for other
economic, business, and/or competitive
factors.
Investors are cautioned that forward-looking statements are
not based on historical facts but instead reflect the Company's
management's expectations, estimates or projections concerning
future results or events based on the opinions, assumptions and
estimates of management considered reasonable at the date the
statements are made. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed thereon, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the resulting issuer. Among
the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
are the following: the ability to consummate the Transaction; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other conditions to the consummation of the
Transaction on the proposed terms and schedule; the potential
impact of the announcement or consummation of the Transaction on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; changes in general economic,
business and political conditions, including changes in the
financial markets; changes in applicable laws and regulations both
locally and in foreign jurisdictions; compliance with extensive
government regulation; the risks and uncertainties associated with
foreign markets; and the diversion of management time on the
Transaction. These forward-looking statements may be affected by
risks and uncertainties in the business of E&E, the Company and
general market conditions, including COVID-19.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended and
such changes could be material. E&E and the Company do not
intend, and do not assume any obligation, to update the
forward-looking statements except as otherwise required by
applicable law.
Completion of the Transaction is subject to a number of
conditions, including but not limited to TSXV acceptance. There can
be no assurance that the Transaction will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the
filing statement prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of the Company should be considered
highly
speculative.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this news
release.
SOURCE Principal Technologies Inc.