Subject: Plurilock Security Inc. - Press Release/News Attached for Distribution on Stockwatch.com
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File: Attachment Plurilock PR Apr 1, 2024.pdf
Plurilock Welcomes New Executive Chair and Begins Business Transformation Plan
Plurilock has appointed Ali Hakimzadeh to the board of directors as Executive Chairman of the
Board.
The Company will undertake a 10:1 share consolidation.
The Company will raise up to $3,000,000 to fuel growth in its VAR business, its growing Critical
Services offering, and in its Plurilock AI sales team.
April 1, 2024 For Immediate Release
Vancouver, British Columbia--Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) and
related subsidiaries ("Plurilock" or the "Company"), a cybersecurity services and
solutions provider, is pleased to provide 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%12 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, CEO 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 post-consolidated share
for every ten (10) pre-consolidated shares (the "Share Consolidation"). 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 $3,000,000 (the "Offering"). The Offering will be priced
in the context of the market and issued on a post-consolidated basis.
Capital raised through this transaction will be used to support the company's increasing
focus on its profit centers, 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 Paterson. "We will invest in the growth centers 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"). 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 post-consolidated basis.
Debenture Repriced and Inducement
The Company also announces its intention to induce conversion of its $1,520,000 of
outstanding convertible debentures (the "Debenture Inducement"). 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 post-consolidated 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 MI 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
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 our expertise to aid clients in
defending against, detecting, and preventing costly data breaches and cyberattacks.
For more information, visit https://www.plurilock.com or contact:
Ian L. Paterson
Chief Executive Officer
ian@plurilock.com
416.800.1566
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, 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.sedarplus.ca.
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.
1 https://www.newswire.ca/news-releases/hs-govtech-announces-execution-of-arrangement-agreement-
880201244.html
2 https://twitter.com/stocks_stones/status/1770857063909908637
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