Vancouver, British Columbia--(Newsfile Corp. - January 13, 2025) - Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) ("Plurilock" or the "Company"), a global cybersecurity services and solutions provider, is pleased to announce a non-brokered private placement of up to 6,250,000 special warrants (the "Special Warrants") at the price of $0.40 per Special Warrant for gross proceeds up to $2.5 million (the "Offering"), subject to upsize.
Each Special Warrant will automatically convert into one unit of the Company (each a "Unit"), as described below. Each Unit shall consist of one common share of the Company (a "Share") and one transferable common share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.50 per Share for a period of three years following the date of issue. The Warrants are subject to an accelerated expiry if the volume weighted average daily trading price of the Shares on the TSX Venture Exchange (the "TSXV"), or such other market as the Shares may trade from time to time, is or exceeds $0.65 for any five (5) consecutive trading days, in which event the Warrant 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. The Warrants may be exercised by the Warrant holder during the 30-day period between the notice and the expiration of the Warrants.
Each Special Warrant will automatically convert, for no additional consideration, into one Unit on the date that is the earlier of: (i) the date that is three business days following the date on which the Company files a prospectus supplement to a short form base shelf prospectus with the securities commissions qualifying distribution of the Units underlying the Special Warrants (the "Prospectus Supplement"), and (ii) the date that is four months and one day after the closing of the Offering.
The Company will use its commercially reasonable efforts to file the Prospectus Supplement within 60 days of the closing of the Offering (not including the date of closing), provided, however, that there is no assurance that a Prospectus Supplement will be filed with the securities commissions, prior to the expiry of the statutory four month hold period.
The Company may pay finder's fees of 7.0% in cash and issue that number of broker warrants ("Broker Warrants") as is equal to 7.0% of the number of Special Warrants sold under the Offering. Each Broker Warrant will be exercisable for one Share at the price of $0.50 for a period of three years, subject to the same accelerated expiry as the Warrants.
The Special Warrants are expected to be issued pursuant to exemptions from the prospectus requirements under Canadian securities laws, such as the accredited investor, $150,000 minimum investment, or other relevant exemptions under National Instrument 45-106 - Prospectus Exemptions. Prior to the filing of the Prospectus Supplement and the automatic conversion of the Special Warrants, the securities issued under the Offering will be subject to a four month hold period from the date of closing of the Offering in addition to any other restrictions under applicable law.
The completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the TSXV.
The net proceeds of the Offering will be used for general working capital purposes.
It is anticipated that insiders of the Company may participate in the Offering, and such Special Warrants issued to insiders may be subject to a four month hold period pursuant to applicable policies of the TSXV. The issuance of Special Warrants to insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
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 cyberattacks.
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 the closing of the Offering, the filing of the Prospectus Supplement, use of proceeds and other such future events and 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.
Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
