Company implements strategy to enhance margins and reach profitability through acquisitions
Vancouver, British Columbia--(Newsfile Corp. - July 22, 2022) - Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) and related subsidiaries ("Plurilock" or the "Company"), an identity-centric cybersecurity solutions provider for workforces, is pleased to announce that the Company has commenced a non-brokered private placement (the "Offering") of convertible debenture units (the "Debenture Units") at $1,000 per Debenture Unit for total gross proceeds of up to C$2,500,000.
Each Debenture Unit will consist of: (i) C$1,000 principal amount of 10% unsecured convertible debenture of the Company (each, a "Debenture") with a maturity date of 48 months from the date of issuance, subject any forced conversion in certain circumstances; and (ii) 500 common share purchase warrants (each, a "Warrant").
Each Warrant will entitle the holders thereof to acquire one common share of the Company (each, a "Warrant Share") at an exercise price of $0.40 per Warrant Share for 24 months from the date of issuance. The Warrants will be subject to an accelerated expiry if, anytime following the date of issuance, the weighted average daily trading price of the common shares of the Company on the TSX Venture Exchange (the "TSXV") is or exceeds C$0.50 for any 10 consecutive trading days, in which the holder may, at the Company's election, be given notice, by way of a news release, that the Warrants will expire 30 days following the date of such notice.
Subject to approval from the TSXV, the Debentures will be convertible at the holder's option into common shares (the "Debenture Shares") at a conversion price of $0.285 per Debenture Share.
The Company may pay finder's fees on some portion of the gross proceeds of the Offering to certain arm's length parties who assist the Company in introducing subscribers to the Offering.
The closing of the Offering is expected to occur on or about August 5, 2022 (the "Closing Date") and is subject to regulatory approvals, including approval of the applicable Canadian securities regulatory authorities and the TSXV. The Company will use commercial reasonable efforts to obtain the necessary approvals to list the Debenture Shares and Warrant Shares on the TSXV.
The net proceeds received by the Company from the Offering will be used for Plurilock's acquisition pipeline and for general corporate purposes. Plurilock intends to complete several accretive acquisitions that generate cash flow, improve gross margins and provide the opportunity for unlocking revenue and cost synergies while bolstering its zero-trust technology portfolio.
Acquisition Targets
CloudCodes Software Private Limited
As previously announced on October 21, 2021, the Company entered into definitive asset purchase agreements to acquire certain assets of CloudCodes, a leading cloud access security broker (CASB) based in India with a global customer base of over 130 clients. The acquisition of CloudCodes will enable Plurilock to enter the growing CASB sector and gain a larger footprint in the international cybersecurity market, and offer CloudCodes' unique CASB solution as part of its zero trust product suite. This acquisition is expected to drive the Company's sales growth, improve the overall margin profile of Plurilock and be a source of competitive talent.
Acquisition Pipeline
Plurilock continues to execute non-binding Letters of Intent with a pipeline of North American cybersecurity solutions providers, which collectively have an extensive client network of end customers within the United States and Canada and strong adjusted EBITDA profiles. As a result, the Company expects the potential acquisitions to increase Plurilock's overall revenue and margins and enable the Company to expand its distribution channels and capitalize on new cross-selling opportunities for its high-margin proprietary products.
"Our goals are to accelerate our revenue growth, enhance our gross margins and strengthen our zero-trust technology infrastructure, and enhance our footprint geographically," said Ian L. Paterson, CEO of Plurilock. "Since going public, we have sought out attractive acquisition targets that will provide us with tier one cybersecurity customers that we can cross-sell our proprietary solutions to. The Offering will allow us to execute our M&A strategy with a goal of enhancing overall margins and driving towards profitability."
The Debenture Units will be offered and sold to "accredited investors" resident in all provinces and territories of Canada subject to compliance with applicable securities regulatory requirements and pursuant to private placement exemptions as set out in National Instrument 45-106 Prospectus Exemptions and/or in jurisdictions other than Canada, including the United States, in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.
The Debenture Units, the Debentures, the Debenture Shares, the Warrants and the Warrant Shares will not be registered under the Securities Act of 1933, or the securities laws of any state of the United States and will be subject to restrictions on resale in Canada for a period of four months plus one day from the applicable Closing Date, in addition to any applicable restricted period under United States securities laws.
About Plurilock
Plurilock provides identity-centric cybersecurity for today's workforces. The Plurilock family of companies enables organizations to operate safely and securely while reducing cybersecurity friction. Plurilock offers world-class IT and cybersecurity solutions through its Solutions Division, paired with proprietary, AI-driven and cloud-friendly security through its Technology Division. Together, the Plurilock family of companies delivers persistent identity assurance with unmatched ease of use.
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, the success of the Company in obtaining new or extended contracts or orders; the Company's ability to maintain existing customers or develop new customers; the Company's ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof; and unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. 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.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
