Mr. Ian Paterson reports

PLURILOCK WELCOMES NEW EXECUTIVE CHAIR AND BEGINS BUSINESS TRANSFORMATION PLAN

Plurilock Security Inc. has provided information on its corporate transformation plan.

Appointment of executive chairman

The company is pleased to announce the appointment of Ali Hakimzadeh to the board of directors and the election of Mr. Hakimzadeh as executive chairman of the board. Mr. Hakimzadeh has an extensive background in capital markets, and mergers and acquisitions. Mr. Hakimzadeh also brings over 25 years of investment banking, merchant banking and capital market advisory experience. Most recently, Mr. Hakimzadeh was executive chairman of the board of HS Govtech Solutions Inc., a company that sold software to state, municipal and local governments in North America. HS Govtech was a listed issuer which was sold in 2023 to a San Francisco-based private equity buyer at a price that was over a 150-per-cent premium to the market price prior to announcement. Mr. Hakimzadeh replaces outgoing director and chairman Robert Kiesman.

"We are very excited for Mr. Hakimzadeh to join our team, particularly with his capital markets experience, and look forward to what we can accomplish together," says Ian L. Paterson, chief executive officer of Plurilock.

Share consolidation

To optimize the capital structure of the company and to attract financing, the board of directors has approved a share consolidation at a ratio of one postconsolidated share for every 10 preconsolidated shares. The share consolidation is anticipated to be completed in the immediate future. Immediately following the share consolidation, the issued capital of the company will be reduced to 10,294,845 shares outstanding.

Financing

In connection with the share consolidation, the company will be undertaking a financing to raise approximately $3-million. The offering will be priced in the context of the market and issued on a postconsolidated basis.

Capital raised through this transaction will be used to support the company's increasing focus on its profit centres, including use for:

• Providing working capital in the VAR to fuel growth;
• Hire additional sales and sales support staff.

"Our focus over the course of 2024 will be on profitable growth and to improve Plurilock's balance sheet," says Mr. Paterson. "We will invest in the growth centres of the business, with the strong aim to continue to achieve positive margin growth throughout the year."

Debt settlement

The company proposes to settle up to $500,000 of payables though the issuance of shares. The debt settlement through share issuance will help to conserve and extend the company's working capital. The debt settlement will be priced in the context of the market on a postconsolidated basis.

Debenture repriced and inducement

The company also announces its intention to induce conversion of its $1.52-million of outstanding convertible debentures. It is intended that the company will reprice the outstanding debentures and offer an inducement to exercise their conversion rights within a prescribed time period. The terms of the repricing and debenture inducement will be determined in the context of the market on a postconsolidated basis.

The offering, the debt settlement and the debenture inducement are all subject to exchange approval, and, where applicable, subject to shareholder approval. Certain insiders of the company will be participating in the offering and the debt settlement, and are relying upon exemptions from Multilateral Instrument 61-101 pertaining to the protection of minority shareholders in related-party transactions.

The transactions contemplated herein are described to transform the capital structure of the company, and position it for growth and shareholder value appreciation. Management believes that the transactions comprising the business transformation will benefit all shareholders as the company continues to ramp up sales and business activity.

About Plurilock Security Inc.

Plurilock sells cybersecurity solutions to the United States and Canadian federal governments, and to Global 2000 companies. Through these relationships, Plurilock sells its unique brand of critical services -- leveraging its expertise to aid clients in defending against, detecting and preventing costly data breaches and cyberattacks.

We seek Safe Harbor.