Mr. Ian Paterson reports

PLURILOCK ANNOUNCES CLOSING OF FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT, AMENDMENTS TO EXISTING WARRANTS AND DEBENTURES, AND PAYMENT OF DEBENTURE INTEREST

Plurilock Security Inc. has closed the second and final tranche of its previously announced non-brokered private placement of 6,499,688 units of the company at a price of 14.5 cents per unit for aggregate gross proceeds of $942,454.76. The aggregate proceeds raised in both tranches totalled approximately $1,646,805.

Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional share at a price of 20 cents per warrant share for a period of 48 months from the closing date of the private placement, provided that, if the volume-weighted average closing price of the shares on the TSX Venture Exchange (or such other stock exchange on which the shares are traded) is equal to or greater than 25 cents for any 10 consecutive trading days, the company may at its option elect to accelerate the expiry of the warrants by providing notice to the holders thereof, in which case the warrants will expire 30 calendar days following delivery of such notice.

In connection with the private placement, the company paid arm's-length finders an aggregate of $28,173.60 and issued an aggregate of 194,300 warrants, representing 7 per cent of the proceeds raised from those purchasers introduced by such finder and 7 per cent of the total number of units sold to investors introduced by such finder, which provide that such finder may acquire common shares of the company at 14.5 cents per finder's warrant share for a period of 48 months from the date of issuance.

The company intends to use the proceeds raised from the private placement for general corporate purposes and market awareness advertising.

A total of 5,337,772 of the units issued pursuant to the private placement were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions), and therefore, the shares and warrants forming the life units will not be subject to a hold period in accordance with applicable Canadian securities laws.

The company is also pleased to announce that, pursuant to the indenture between the company and Computershare Trust Company of Canada dated Aug. 15, 2022, as supplemented by the first supplemental indenture dated Sept. 20, 2022, governing the 10 per cent unsecured convertible debentures in the principal amount of $1,245,000 previously issued on Aug. 15, 2022, and the 10 per cent unsecured convertible debentures in the principal amount of $285,000 previously issued on Sept. 20, 2022, the company will issue shares in satisfaction of interest payments on the outstanding debentures.

The company will issue an aggregate of $75,537 worth of shares at the closing market price on June 29, 2023, to holders of the debentures in satisfaction of an aggregate of $75,537 in interest payable as of June 30, 2023. Issuance of the shares is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. All securities issued in connection with the interest payments will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The company also announces that it intends to amend the exercise price of certain common share purchase warrants originally issued on Aug. 15, 2022, Sept. 20, 2022, Dec. 21, 2022, Dec. 30, 2022, and Jan. 16, 2023, and the conversion price of the debentures.

An aggregate of 765,000 existing warrants were initially issued with an exercise price of 40 cents per share in connection with a non-brokered private placement of debenture units. The company intends to amend the exercise price of unexercised existing warrants to 20 cents per share.

An aggregate of 12,536,538 existing warrants were initially issued with an exercise price of 25 cents per share in connection with a non-brokered private placement of units. The company intends to amend the exercise price of unexercised existing warrants to 20 cents per share.

An aggregate of principal amount of $1.53-million of debentures were initially issued with a conversion price of 28.5 cents per share in connection with a non-brokered private placement of debenture units. The company intends to amend the conversion price of unconverted debentures to 20 cents per share.

Amendment of the existing warrants and debentures is subject to the approval of the TSX Venture Exchange. No action will be required on the part of the holders of the existing warrants or debentures to give effect to the amendments.

About Plurilock Security Inc.

Plurilock secures work forces, delivering least privilege access management and advanced information technology solutions to commercial and government customers worldwide. With industry-leading artificial intelligence and patented real-time identity confirmation technology, Plurilock combines next-generation cybersecurity with a comprehensive line of products and services that enable teams across North America and the globe to compute safely in a remote work world.

We seek Safe Harbor.