Plurilock Announces Change of Auditor and Provides Capital Markets Updates

Rhea-AI Summary

Plurilock Security announced a change of auditor, appointing MNP LLP effective July 2, 2024. The change followed the resignation of Forvis Mazars LLP. There were no reservations reported during the tenure of the former auditor.

The company converted $1,070,000 worth of 10% unsecured convertible debentures into 4,280,000 common shares, resulting in the issuance of 4,280,000 inducement warrants, each allowing the purchase of a common share at $0.30 within one year. $450,000 of debentures remain outstanding. Additionally, 74,995 shares were issued to settle an interest payment at $0.30 per share.

Plurilock clarified the terms of their campaign agreement with Social Network Effect Communications, detailing payments totaling $532,272 for services, subject to TSX Venture Exchange approval. The agreement will end on November 30, 2024.

Lastly, Plurilock plans to issue 400,326 shares to board member Ali Hakimzadeh at $0.50 per share, subject to a holding period.

Positive

• No reservations reported by former auditor during their tenure.
• $1,070,000 of debentures successfully converted into 4,280,000 common shares.
• 4,280,000 inducement warrants issued, potentially increasing share purchases at $0.30 each.
• Successful clarification and continuation of a significant campaign agreement totaling $532,272.
• Issuance of 400,326 shares to board member Ali Hakimzadeh, reinforcing executive commitment.

Negative

• $450,000 of debentures remain outstanding.
• Issuance of 74,995 shares at $0.30 each to settle interest payment, potentially diluting existing shares.

Vancouver, British Columbia--(Newsfile Corp. - July 4, 2024) - Plurilock Security Inc. (TSXV: PLUR) (OTCQB:PLCKF) ("Plurilock" or the "Company"), a global cybersecurity services and solutions provider, announces a change of auditor and provides capital markets updates.

Change of Auditor

The Company announces that effective July 2, 2024, Forvis Mazars LLP, Chartered Professional Accountants, (the "Former Auditor") has resigned as auditor of the Company, and MNP LLP, Chartered Professional Accountants (the "Successor Auditor") of Vancouver, BC, Canada, has been appointed as the Company's Successor Auditor.

There were no reservations in the Former auditor's audit reports for any financial period during which the Former Auditor was the Company's auditor.

Convertible Debenture Inducement Program

Further to our May 23, 2024 news release, an aggregate principal amount $1,070,000 10% unsecured convertible debentures (the "Debentures") were converted into 4,280,000 common shares of the Company (each, a "Debenture Share"). The debenture holders who converted their Debentures during the inducement period, being from May 27, 2024 to June 26, 2024, and submitted their previously issued common share purchase warrants for cancellation, received one new common share purchase warrant for each Debenture Share issued on conversion of their respective Debentures (each, an "Inducement Warrant"). Each Inducement Warrant will entitle the holder thereof to purchase one additional common share of the Company (each, a "Share") for a period of one year at a price of $0.30. The Company issued a total of 4,280,000 Inducement Warrants. An aggregate principal amount of $450,000 Debentures remain outstanding and the Company has issued 74,995 Shares at $0.30 per Share to settle the interest payment due on June 30, 2024.

Investor Relations Agreement Clarifications

Further to our May 23, 2024 news release, the Company wishes to clarify the terms of the campaign agreement (the "Campaign Agreement") with 2501490 Alberta Inc. dba Social Network Effect Communications (the "Service Provider"). The Company paid the Service Provider US$100,000 as a deposit and the remaining US$300,000 will be paid to the Service Provider upon receipt of the approval of the TSX Venture Exchange ("Exchange"). The remaining US$132,272 is payable 30 calendar days following the receipt of the approval of the Exchange. The term of the Campaign Agreement will commence upon Exchange approval and will end on November 30, 2024. The Service Provider is also eligible to receive options of the Company, the number and terms of which will be determined by mutual agreement of the Company and Service Provider and in accordance with the policies of the Exchange.

The principal of the Service Provider participated in the Company's most recent private placement, acquiring 1,250,000 units (the "Units"). At the request of the Exchange, the Service Provider has sold his interest in the Units.

Inducement Shares

Further to our April 1, 2024 news release concerning the appointment of Ali Hakimzadeh to the board of directors of the Company, the Company wishes to issue 400,326 Shares at a deemed price of $0.50 per Share to Ali Hakimzadeh pursuant to his executive employment agreement. The Shares are subject to a four month and one day hold period.

About Plurilock

Plurilock sells cybersecurity solutions to the United States and Canadian Federal Governments along with Global 2000 companies. Through these relationships, Plurilock sells its unique brand of Critical Services - aiding clients with our expertise to defend against, detect, and prevent costly data breaches and cyber-attacks. For more information, visit www.plurilock.com or contact:

Ian L. Paterson
Chief Executive Officer
ian@plurilock.com
416.800.1566

Ali Hakimzadeh
Executive Chairman
ali@sequoiapartners.ca
604.306.5720

Sean Peasgood
Investor Relations
sean@sophiccapital.com
647.953.5607

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the TSX Venture Exchange policies) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release may contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") related to future events or Plurilock's future business, operations, and financial performance and condition. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Plurilock's business. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, the impact of general economic conditions, and unforeseen events and developments. This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Many of these factors are beyond the control of Plurilock. All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as at the date hereof, and Plurilock undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. Risks and uncertainties about the Company's business are more fully discussed under the heading "Risk Factors" in its most recent Annual Information Form. They are otherwise disclosed in its filings with securities regulatory authorities available on SEDAR+ at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/215519

FAQ

What is the significance of Plurilock's auditor change on July 2, 2024?

Plurilock appointed MNP LLP as their new auditor, replacing Forvis Mazars LLP. There were no reservations during the former auditor's tenure.

How many debentures were converted by Plurilock as of July 4, 2024?

Plurilock converted $1,070,000 worth of 10% unsecured convertible debentures into 4,280,000 common shares.

What are the terms of the inducement warrants issued by Plurilock?

Each inducement warrant allows the holder to purchase one common share at $0.30 within a year.

How much of Plurilock's debentures remain outstanding as of July 4, 2024?

Plurilock has $450,000 of debentures still outstanding.

What was the total value of the campaign agreement with Social Network Effect Communications?

The total value of the campaign agreement is $532,272, subject to TSX Venture Exchange approval.

What is the significance of the share issuance to Ali Hakimzadeh?

Plurilock plans to issue 400,326 shares to Ali Hakimzadeh at $0.50 per share as part of his executive employment agreement.