Vancouver, British Columbia—(Newsfile Corp. – June 1, 2023)— Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) (“Plurilock” or the “Company”), an identity-centric cybersecurity solutions provider for workforces, is pleased to announce a non-brokered private placement of up to 5,337,772 units of the Company (“Units”) at a price of $0.145 per Unit, for aggregate gross proceeds of up to approximately $773,997 (the “Offering”).
Each Unit will be comprised of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional share (a “Warrant Share”) at a price of $0.20 per Warrant Share for a period of 48 months from the closing date of the Offering, provided that if the volume weighted average closing price of the Shares on the TSXV (or such other stock exchange on which the Shares are traded) is equal to or greater than $0.25 for any ten consecutive trading days, the Company may at its option to elect to accelerate the expiry of the Warrants by providing notice to the holders thereof, in which case the Warrants will expire thirty calendar days following delivery of such notice.
The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and at https://plurilock.com/. Prospective investors should read this offering document before making an investment decision.
In addition to the Offering, the Company intends to complete a concurrent private placement of up to 3,103,448 Units (the “Placement Units”) to certain purchasers pursuant to applicable exemptions under NI 45-106 for aggregate gross proceeds of up to approximately $450,000 (the “Concurrent Placement”). The Concurrent Placement will be subject to the same term as the Offering. The Placement Units will be subject to a four-month and one day hold period following the closing date.
In connection with the Offering and the Concurrent Placement, the Company may pay certain finders (each, a “Finder”) a cash commission equal to 7% of the aggregate gross proceeds raised from those purchasers introduced by such Finder and/or issue such Finder such number of non-transferable share purchase warrants equal to 7% 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 (each a “Finder’s Warrant Share”) at $0.145 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 Offering and Concurrent Placement for general corporate purposes and market awareness advertising. The Offering and Concurrent Placement may close in tranches. The first tranches of the Offering and Concurrent Placement is expected to close on or around June 16, 2023. The Offering and Concurrent Placement are subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The securities issued pursuant to the Offering and Concurrent Placement have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Plurilock
Plurilock secures workforces, delivering least privilege access management and advanced IT 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.
For more information, visit https://www.plurilock.com or contact:
Ian L. Paterson
Chief Executive Officer
ian@plurilock.com
416.800.1566
Prit Singh
Investor Relations
prit.singh@plurilock.com
905.510.7636
Neither TSX Venture Exchange nor its Regulation Services 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 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, 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.sedar.com.
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.
