Mr. Francis Bellido reports

QUANTUM EMOTION TO ACQUIRE PLURILOCK, EXPANDING COMMERCIAL QUANTUM AND AI CYBERSECURITY PLATFORM

Quantum Emotion Corp. and Plurilock Security Inc. entered into a definitive arrangement agreement on Sept. 28, 2026, whereby Quantum Emotion will acquire, either directly or indirectly through a wholly owned subsidiary of Quantum Emotion, 100 per cent of the issued and outstanding Plurilock shares by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The proposed acquisition is intended to accelerate Quantum Emotion's transition from primarily developing and validating quantum-secure technologies toward a broader commercial cybersecurity business with existing revenues, customers, sales channels and delivery capabilities.

Through the proposed acquisition, Quantum Emotion expects to add an established cybersecurity revenue base and operating platform, including enterprise and government customer relationships, public sector procurement channels, cybersecurity services, sales and delivery capabilities, and intellectual property in artificial-intelligence-centric cybersecurity, risk analysis, authentication and identity.

Quantum Emotion believes this combination could shorten the path from product validation to customer deployment by giving Quantum Emotion access to an existing commercial organization and installed customer base. Following closing, the combined company intends to pursue a disciplined cross-selling and integration strategy, initially focusing on customer segments where Quantum Emotion's technologies address defined security requirements and can be introduced through Plurilock's existing relationships and procurement channels.

Expected strategic benefits to Quantum Emotion shareholders:

• Accelerate commercialization by adding an established revenue-generating cybersecurity platform with sales, delivery and customer support infrastructure;
• Add commercial scale and a cybersecurity client base through an established organization with a 25-plus-year operating foundation;
• Expand Quantum Emotion's customer reach through Plurilock's existing enterprise, government and defence relationships;
• Provide access to public sector and regulated markets through established procurement positions and contract vehicles across Canada, the United States and North Atlantic Treaty Organization;
• Create a defined commercialization pathway across hundreds of existing customer relationships through potential cross-selling, pilots and broader deployments of Quantum Emotion technologies, subject to customer requirements, product readiness and applicable procurement rules;
• Add AI and behavioural cybersecurity capabilities and patent portfolio to Quantum Emotion's technology portfolio, broadening the combined company's capabilities across quantum-safe security, identity and AI-driven cyber defence;
• Support Quantum Emotion's commercialization strategy as key technologies advance through NIST and FIPS validation processes by adding an established organization capable of selling, implementing and supporting cybersecurity solutions for enterprise and government customers;
• Create opportunities for new intellectual property and integrated solutions combining continuous, AI-driven risk analysis and identity with quantum-secure cryptographic enforcement;
• Position the combined company at the convergence of cybersecurity and quantum-safe security, with capabilities spanning technology development, commercialization, implementation and continuing cybersecurity services.

Expected strategic benefits to Plurilock shareholders:

• Provide participation in the combined company's quantum-safe cybersecurity strategy, including Quantum Emotion's quantum random number generation, cryptographic and quantum-secure technology portfolio;
• Provide exposure to the combined company's broader growth opportunities across quantum-safe cybersecurity, artificial intelligence, defence, government, critical infrastructure and regulated enterprise markets;
• Provide the potential for an enhanced capital market profile through Quantum Emotion's U.S. exchange listing and existing U.S. capital market presence;
• Allow Plurilock shareholders to retain participation in the future growth of the combined company through the share component of the arrangement consideration, while also receiving immediate cash consideration;
• Combine Plurilock's established commercial platform with Quantum Emotion's technology portfolio and capital market profile, creating a larger and more diversified cybersecurity company with both technology development and commercial delivery capabilities;
• Increase the potential strategic value of Plurilock's existing customer relationships, procurement vehicles and cybersecurity capabilities by pairing them with Quantum Emotion's quantum-secure technologies and commercialization pipeline;
• Create additional opportunities to leverage Plurilock's existing infrastructure and market access with the potential introduction of Quantum Emotion products across Plurilock's enterprise, government and defence channels;
• Provide Plurilock shareholders with continued exposure to the value of Plurilock's business following the arrangement, including its customer relationships, contract vehicles, critical service capabilities and AI-driven cybersecurity expertise, as part of the larger combined organization.

Long-term strategic rationale

Accelerating commercialization of Quantum Emotion technologies

Quantum Emotion has spent several years developing a portfolio of quantum-secure cybersecurity technologies designed to address the growing security requirements associated with increasingly sophisticated cyber threats and the emerging quantum computing era.

The company's technology portfolio includes quantum random number generation and entropy technologies, together with quantum-safe cryptographic and cybersecurity capabilities designed for enterprise, cloud, communications, critical infrastructure and other security-sensitive environments.

The proposed acquisition of Plurilock is intended to add the commercial infrastructure needed to scale this strategy. Plurilock brings existing cybersecurity revenues, customer relationships, procurement channels, sales capabilities and operational delivery resources. Following closing of the arrangement, Quantum Emotion intends to segment the combined customer base by use case and procurement readiness, identify priority accounts for pilots and cross-selling, and evaluate where Quantum Emotion technologies can be incorporated into Plurilock's existing and future cybersecurity offerings.

NIST and FIPS validation initiatives

The arrangement comes as Quantum Emotion continues to advance important components of its technology portfolio through U.S. cybersecurity standards and validation processes.

Quantum Emotion's eCore-Q quantum entropy technology has been independently assessed by Lightship Security, which submitted the supporting entropy-source validation package through the production entropy source validation test system for review under the cryptographic module validation program. The submission seeks validation under NIST special publication 800-90B.

Separately, Quantum Emotion's SecureKey cryptographic module has received an implementation under test designation as it progresses through the FIPS 140-3 validation process.

These processes are strategically important to Quantum Emotion because NIST and FIPS standards are widely referenced in cybersecurity procurement and are particularly relevant to government, defence, critical infrastructure and regulated enterprise markets. Submission to these programs does not constitute validation, and neither timing nor outcome can be assured. However, Quantum Emotion believes successful completion would provide independent standards-based assurance for important elements of its technology platform and could strengthen its ability to commercialize those technologies in security-sensitive markets.

AI-driven cybersecurity and quantum-secure enforcement

Beyond revenues and commercial reach, Quantum Emotion sees strategic potential in Plurilock's intellectual property and capabilities spanning multiple cybersecurity domains, including AI-driven risk analysis, authentication and identity.

Over time, Quantum Emotion intends to evaluate opportunities to combine Plurilock's cybersecurity and identity capabilities and technologies with Quantum Emotion's quantum-secure cryptographic technologies. Potential future applications may include adaptive access control, privileged key administration, signing authorization, dynamic key rotation, certificate management controls and automatic session termination.

Quantum Emotion believes such capabilities could be particularly relevant for government, defence, financial services, critical infrastructure, health care, and other environments requiring strong protection of sensitive or long-lived digital assets.

The parties expect to establish a joint integration team before closing. Initial priorities will include customer and employee continuity; preservation of key public sector contract vehicles and certifications; protection of Plurilock's existing revenue base; co-ordinated go-to-market planning; disciplined capital allocation; and a 100-day commercial plan to identify priority accounts, pilot opportunities and the highest-value opportunities to pair Plurilock services and customer channels with Quantum Emotion technologies.

Potential platform vision

Quantum Emotion envisions that Plurilock's capabilities could contribute to detection, assessment and operational response while Quantum Emotion's technologies could provide quantum-secure cryptographic and entropy infrastructure. Quantum Emotion intends to evaluate these opportunities following closing as part of its integration and product strategy planning.

Management and governance of the combined company

Following closing, Francis Bellido, president and chief executive officer of Quantum Emotion, will lead the combined company as president and chief executive officer. Quantum Emotion intends to retain its full existing management and operating team to maintain continuity across product development, commercialization, corporate finance and public company functions.

Plurilock's senior leaders will add operating, customer and public sector experience to the combined organization. Ian L. Paterson, currently chief executive officer of Plurilock, is expected to additionally serve as executive vice-president, cybersecurity and critical services, Quantum Emotion, and president and chief executive officer of Plurilock, and Veera Singh, CPA, currently chief financial officer of Plurilock, is expected to serve as senior vice-president, finance and operations, Quantum Emotion, and chief financial officer and chief operating officer of Plurilock in the combined company. Their responsibilities are expected to include operations, finance and commercial activities, as well as supervision and integration of the combined entity.

Management commentary

"This proposed acquisition is about accelerating the next stage of Quantum Emotion's development," said Francis Bellido, president and chief executive officer of Quantum Emotion. "We have built a portfolio of quantum-secure cybersecurity technologies and are advancing key components through important NIST and FIPS validation processes. Plurilock adds commercial reach, customer relationships, cybersecurity operations and AI-driven cybersecurity technologies that we believe can help accelerate the commercialization of these innovations. By combining AI-driven, continuous risk intelligence and identity with quantum-secure cryptographic enforcement, we believe QEm can build a differentiated cybersecurity platform at the intersection of AI and quantum security."

"Plurilock has built a trusted operating platform around customers that are difficult to win and important to retain," said Ian L. Paterson, chief executive officer of Plurilock. "Combining that platform with QEm's quantum-secure technologies creates an opportunity to expand what we deliver to government, defence and enterprise customers as they prepare for rapidly changing AI and quantum-era threats. We believe the proposed 30-per-cent-cash and 70-per-cent-share consideration gives Plurilock shareholders both immediate value and meaningful participation in the combined company's future."

"I believe we are putting Plurilock in good hands. The combined company will have a broader technology portfolio, deeper market access and a stronger foundation from which to pursue growth," said Ali Hakimzadeh, executive chairman of Plurilock. "Following a comprehensive review with our advisers and after receiving the fairness opinion from Paradigm Capital and the unanimous recommendation of the special committee, the board agreed that the arrangement is in the best interests of Plurilock and that the consideration is fair to Plurilock shareholders from a financial point of view, subject to the assumptions, limitations and qualifications set out in that opinion. It has been a privilege to serve as the executive chairman of this special organization and to have served with an amazing board. I look forward to observing the combined company's future progress."

Transaction overview

The arrangement will be completed by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia). Under the terms of the arrangement agreement, each Plurilock shareholder will receive 8.4 cents in cash and 0.0763 of a Quantum Emotion share for each Plurilock share held, subject to customary adjustments.

Based on the 20-day volume-weighted average price of the Quantum Emotion shares of $2.57 on the TSX Venture Exchange on Sept. 25, 2026, the consideration implies a value of 28 cents per Plurilock share and aggregate equity consideration of approximately $33.8-million. The implied value represents a premium of approximately 100 per cent to the 20-trading-day volume-weighted average price of the Plurilock shares on the TSX Venture Exchange for the period ending on Sept. 25, 2026.

The cash component will be financed from Quantum Emotion cash on hand. On completion of the arrangement, existing shareholders of Quantum Emotion and former shareholders of Plurilock are expected to own approximately 95.97 per cent and 4.03 per cent, respectively, of the outstanding Quantum Emotion shares, in each case on a basic basis and subject to security exercises and customary adjustments.

Further, all outstanding options to acquire Plurilock shares will be cancelled in exchange for Quantum Emotion shares and cash in the same proportions as the consideration having a value equal to the amount (if any) by which 28 cents exceeds the applicable exercise price per Plurilock option. All outstanding restricted share units will vest immediately prior to the effective time of the arrangement and be settled for the consideration. All outstanding warrants and convertible debentures of Plurilock will, in accordance with their terms and without further action by the holders thereof, entitle the holders to receive, upon exercise or conversion, the consideration in lieu of Plurilock shares.

Additionally, Quantum Emotion has agreed to lend Plurilock up to $2-million to finance the collaborative initiatives of Quantum Emotion and Plurilock, and transactional and operating expenses of Plurilock during the period prior to the closing of the arrangement. The bridge financing will be secured against all of Plurilock's personal property in Canada, bears interest at a rate of 8.5 per cent per annum, and matures on the earlier of: (i) Sept. 28, 2028; (ii) the closing of the arrangement; and (iii) the termination of the arrangement agreement in the event of a superior proposal (as defined in the arrangement agreement).

Completion of the arrangement is subject to approval by the Supreme Court of British Columbia and the affirmative vote of Plurilock shareholders at a special meeting to be held by Plurilock. At the meeting, the arrangement will require approval by: (i) at least two-thirds (66-2/3rds per cent) of the votes cast by Plurilock shareholders present in person or represented by proxy and entitled to vote at the meeting; and (ii) at least a simple majority of the votes cast by Plurilock shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding votes from certain shareholders as required under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Full details of the arrangement agreement will be included in a management information circular of Plurilock in connection with the meeting, which will be filed with applicable regulatory authorities and mailed to Plurilock shareholders in accordance with applicable securities laws. Pursuant to the terms of the arrangement agreement, the arrangement is subject to customary conditions, including the receipt of applicable regulatory and third party approvals and consents as may be required to effect and complete the transaction, including approval of the TSX-V and NYSE American.

The arrangement agreement includes customary representations and warranties of each party, non-solicitation covenants by Plurilock, and right-to-match provisions in favour of Quantum Emotion in the event of a superior proposal (as defined in the arrangement agreement). The arrangement agreement also includes a $1.5-million reciprocal termination fee and expense reimbursement provision of up to $500,000 payable by Plurilock to Quantum Emotion or by Quantum Emotion to Plurilock, as applicable, if the arrangement is terminated in certain circumstances. Assuming that all requisite approvals are received and all other conditions to the completion of the arrangement are satisfied or waived, Quantum Emotion and Plurilock expect to close the proposed transaction shortly after the date of the meeting, which is expected to be held in November, 2026. Following completion of the arrangement, Plurilock intends to apply to have the Plurilock shares delisted from the TSX-V and to apply to cease to be a reporting issuer under applicable Canadian securities laws, following which no securities of Plurilock are expected to be listed on any public market.

Details regarding these and other terms of the arrangement are set out in the arrangement agreement, which will be available in due course on Plurilock's and Quantum Emotion's respective profiles on SEDAR+ and, in the case of Quantum Emotion, on EDGAR.

Board of directors' recommendations

The arrangement agreement has been unanimously approved by the board of directors of each of Quantum Emotion and Plurilock, with conflicted directors abstaining. The board of directors of Plurilock, after receiving the unanimous recommendation of the special committee (as defined below), has determined that the arrangement is in the best interests of Plurilock and that the consideration is fair to Plurilock shareholders, and recommends that Plurilock shareholders vote in favour of the arrangement.

The Plurilock board constituted a special committee of directors to consider and evaluate the arrangement and related matters.

Paradigm Capital Inc. has provided a fairness opinion to the special committee stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Plurilock shareholders under the arrangement is fair, from a financial point of view, to Plurilock shareholders. No finder's fee is payable in connection with the arrangement.

Directors and senior officers of Plurilock and certain other Plurilock securityholders, collectively holding or exercising control or direction over approximately 6.8 per cent of the outstanding Plurilock shares on a basic basis, have entered into voting and support agreements pursuant to which they have agreed, subject to the terms of those agreements, to vote in favour of the arrangement.

Plurilock shareholders and other interested parties are advised to read the materials relating to the proposed arrangement, including the arrangement agreement, that will be filed by each of Quantum Emotion and Plurilock with securities regulatory authorities when they become available.

Advisers

Blink Capital Corp. is acting as financial adviser to Plurilock. Paradigm is financial adviser to the special committee. McMillan LLP is acting as Canadian legal counsel to Plurilock, and Thompson Hine LLP is acting as U.S. legal counsel to Plurilock. Laurel Hill is acting as strategic communication adviser.

Lavery de Billy LLP and Lawson Lundell LLP are acting as Canadian legal counsels to Quantum Emotion, and Duane Morris LLP is acting as U.S. legal counsel to Quantum Emotion.

About Quantum Emotion Corp.

Quantum Emotion is developing quantum-secure cybersecurity technologies designed to protect digital systems, communications and data in an increasingly complex cyber threat environment. The company's technology portfolio combines quantum-generated entropy, quantum-safe cryptography and cybersecurity technologies designed for applications across enterprise, cloud, communications, critical infrastructure and other security-sensitive environments.

About Plurilock Security Inc.

Plurilock sells cybersecurity solutions and delivers critical information technology and cybersecurity services to public and private sector organizations. Through its operating businesses and predecessor operations, Plurilock has a 25-plus-year operating history, serves hundreds of customers, and maintains procurement and contract channels in Canada, the United States and NATO. Its capabilities include critical services, cybersecurity and IT modernization, managed services, data protection, cloud security, identity and access management, and AI-enabled security technologies.

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