Plurilock Security Inc. Reports Fiscal 2023 Financial Results

Vancouver, British Columbia—(Newsfile Corp. – April 29, 2024)—Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) and related subsidiaries (“Plurilock” or the “Company”), an identity-centric cybersecurity solution provider for workforces, today announces its financial results for the year ended December 31, 2023. All dollar figures are stated in Canadian dollars, unless otherwise indicated.

“We made many significant changes in 2023 and continue to move forward as we grow the business and drive forward towards profitability,” said Ian L. Paterson, CEO of Plurilock. “While the economic outlook is unclear for 2024, cybersecurity threats are on the rise and show no signs of slowing down. Increased cyber threats are one of the main drivers of our growing sales pipeline, particularly with Plurilock Critical Services.”

Ian continues, “Our focus remains on reaching cash flow breakeven by expanding the delivery of our Plurilock Critical Services to existing and new customers.”

Key Business Milestones

• Revenue increased to $70.4 million for the year ended December 31, 2023, as compared to $64.6 million over the same period in 2022, attributable to the strategic acquisitions of Integra and Atrion in 2022.

• Gross margins increased to 8.3% for the year ended December 31, 2023, as compared to 7.7% over the same period in 2022.

• High margin software sales and Professional Services for the year ended December 31, 2023, increased by 165% and 241%, respectively, year-over-year, totaling $3.8 million in revenue.

• Plurilock achieved $494k in cost savings for the year ended as of December 31, 2023, as a result of streamlining operations and unlocking new business synergies across all acquisitions.

Fiscal 2023 Financial Highlights

• Total revenue for the year ended December 31, 2023, was $70,420,131 as compared to $64,632,371 for the year ended December 31, 2022. Revenue for the year ended December 31, 2023, and December 31, 2022 included revenue from both the Technology Division and the Solutions Division. Revenue for year ended December 31, 2023, is significantly higher than the prior year ended December 31, 2022, as a result of the timing of the acquisitions of the (“INC”), as well as the asset acquisitions of Atrion (“ATR”) and CloudCodes (“CC”) along with the increase in organic sales volume and cross selling amongst the Solutions and Technology Division.

• Hardware and systems sales revenue for the year ended December 31, 2023, totalled $55,716,530 compared to $56,919,768 respectively in the prior year ended December 31, 2022. Software, license, and maintenance sales revenue for the year ended December 31, 2023, was $11,921,540 compared to $6,970,057 in the prior year ended December 31, 2022. Professional services revenue was $2,782,061 for the year ended December 31, 2023, compared to $742,546 in the prior year ended December 31, 2022.

• Hardware and systems sales revenues for the year ended December 31, 2023, accounted for 79.1% of total revenues compared to 88.1% for the year ended December 31, 2022. Software, license and maintenance sales revenues for the year ended December 31, 2023, accounted for 16.9% compared to 10.8% for the year ended December 31, 2022. Professional services revenue for the year ended December 31, 2023, accounted for 4.0% of total revenues, compared to 1.1% for the year ended December 31, 2022.

• Gross margin for the year ended December 31, 2023, was 8.3% compared to 7.7% for the year ended December 31, 2022.

• Adjusted EBITDA for the year ended December 31, 2023, was $(6,470,386) compared to $(6,091,476) in the prior year ended December 31, 2022.

• Cash and cash equivalents and restricted cash on December 31, 2023, was $2,058,193 compared to $2,853,107 on December 31, 2022.

• During the year ended December 31, 2023, the Company used $2,130,536 of cash from operating activities compared to $9,837,363 in the prior year.

Annual 2023 Highlights

• On January 3, 2023, the Company issued 440,277 of common shares at $0.125 related to the convertible debenture December 31, 2022, interest payment of $55,035.

• On January 17, 2023, the Company closed the third and final tranche of the Units Financing for aggregate gross proceeds to the Company of $198,995 consisting of 1,421,393 units at a price of $0.14 per unit and share issuance costs of $7,410 bringing the total gross proceeds of the Units Financing to $1,755,115.

• On January 31, 2023, the Company appointed Blake Corbet, a seasoned veteran with over 25 years of investment banking and corporate experience, to its Board of Directors.

• On January 31, 2023, the Company granted certain officers, employees, and consultants of the Company an aggregate of 3,908,667 options to purchase common shares at an exercise price of $0.15 per share, which will vest over four years from the grant date. As at the year ended December 31, 2023, 3,857,667 options are fully vested.

• On March 2, 2023, the Company announced the completion of the SOC 2 Type II Report renewal.

• On March 22, 2023, the Company was approved for an increase to its existing INC $1.5 million revolving line of credit (“INC LOC”) dated July 29, 2022, from Pathward, National Association, a division of MetaBank, N.A, for up to $2.0 million effective March 8, 2023.

• On March 23, 2023, the Company announced that it has received a $3.4 million purchase order for Plurilock’s IT solutions from the Department of National Defence.

• On April 4, 2023, the Company announced the appointment of Jord Tanner as the Chief Information Officer.

• On June 5, 2023, the Company announced the appointment of Scott Meyers as the Chief Financial Officer.

• On June 21, 2023, the Company closed the first tranche of non-brokered private placement of 4,857,588 units at a price of $0.145 per unit for aggregate gross proceeds of $704,350.

• On June 28, 2023, the Company closed the second and final tranche of its non-brokered private placement of 6,499,688 units at a price of $0.145 per Unit, for aggregate gross proceeds of $942,455.

• On June 28, 2023, the Company announced the repricing of 12,536,538 non-brokered private placement warrants and 765,000 convertible debenture warrants ranging from original exercise price of $0.25-$0.40 to $0.20 per warrant subject to TSX.V approval.

• On August 10, 2023, the Company signed a US$393,000 contract for a project to provide cybersecurity solutions to a California state critical infrastructure agency for a period of 1 year.

• On August 16, 2023, the Company signed a US$2.2 million contract with the U.S. Department of Defense (the ‘Customer’) for a period of 1 year.

• On August 31, 2023, the Company established an Information Security Advisory Council aimed at promoting AI safety and guiding the Company’s strategy and technology expansion.

• On September 6, 2023, the Company signed it’s first cross-sale order for PromptGuard with a US financial services firm.

• On September 7, 2023, the Company signed a Contract with the State of South Carolina to expand distribution statewide in addition to signing a US$791,000 purchase order.

• On October 3, 2023, the Company received a US$4.2 million sale order from the US Department of Health and Human Services.

• On October 5, 2023, the Company received a US$5.1 million sale order from the US Department of Treasury.

• On October 12, 2023, the Company received a notice of allowance for the US patent application covering behavioral-biometric authentication.

• On October 17, 2023, the Company increased its line of credit with Pathward National Association to US$7.0 million from US$4.0 million.

• On November 13, 2023, the Company began providing cybersecurity and disaster recovery services to a leading global semiconductor provider.

• On November 14, 2023, the Company announced that PlurilockAI was added to the Yubikey Catalog offered by Yubico.

• On December 5, 2023, the Company announced a 3-year contract renewal with the Canadia Air Transport Security Authority allowing for Plurilock to sell computing and technology peripherals.

Growth Outlook for 2024

The Company remains committed to reaching cash flow breakeven by growing Plurilock Critical Services as well as continuing to identify more opportunities to achieve financial and operational efficiencies across all business units. At the end of December 2023, Plurilock enacted a plan in accordance with this strategy and expects to realize approximately $2.0 million in savings on an annualized basis.

Subsequent to Fiscal Year End 2023:

• On April 1, 2024, the Company announced the appointment of Ali Hakimzadeh to the board of directors as Executive Chairman of the Board.

• On April 1, 2024, the Company announced plans 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.

• On April 3, 2024, the Company announced in connection with the Share Consolidation, the Company will be undertaking a financing to raise approximately $4,500,000 (the “Offering”) at a price of $0.20 per unit. Each unit will be comprised of a share and a full 24-month warrant, with each warrant exercisable at a price of $0.25 if exercised within the first 12 months and at a price of $0.40 if exercised during months 13-24 of the 24-month term (the “Units”). The private placement Units are stated in post-consolidation figures and are based on a discounted market price following the 10-1 consolidation. The Company will settle debt of up to $500,000 in Units (except to insiders, who will receive shares only) at a price of $0.20 per unit.

• On April 3, 2024, the Company also announces the repricing conversion price of $1,520,000 of convertible debentures to $0.25 per share based on the post-consolidated market price following the 10-1 consolidation. The convertible debenture repricing is subject to the approval of the TSX Venture Exchange. It is anticipated that the repricing will also include an inducement to exercise the conversion of the debentures, which inducement will be subject to the approval of the TSX Venture Exchange. The terms associated with the inducement will be determined at the effective date of repricing.

• On April 11, 2024, the Company announced that due to the overwhelming demand, the Company is undertaking an additional private placement of up to $1M of Units at a price of $0.225 per Unit. Each Unit shall be comprised of a share and one full warrant at $0.30 per warrant for a period of 24 months. The pricing of the placement is based upon the discounted market price of the Company’s shares after taking into account the proposed share consolidation of 10-1. Both private placements and the share consolidation are subject to TSX approval.

• On April 26, 2024, the Company announced the closing of the non-brokered private placement for aggregate gross proceeds to the Company of $4,500,000 consisting of 22,500,000 units at a price of $0.20 per unit and share issuance costs of $ 203,315 and 1,016,575 finder’s warrants were issued. The Company also closed the non-brokered private placement for aggregate gross proceeds to the Company of $1,000,000 consisting of 4,444,443 units at a price of $0.225 and share issuance costs of $35,000 and 155,555 finder’s warrants were issued, bringing the total gross proceeds of the non-brokered private placement to $ 5,500,000.

Summary of Key Financial Metrics

Note:

(1) Non-GAAP measure. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA should not be construed as alternatives to net income/loss determined in accordance with IFRS. EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines EBITDA as earnings before interest, taxes, and amortization. Adjusted EBITDA is defined as EBITDA before stock-based compensation, financing, and acquisition related expenses. The Company believes that EBITDA and Adjusted EBITDA is a meaningful financial metric for investors as it adjusts income to reflect amounts which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives.

Non-IFRS measures

This news release presents information about EBITDA and Adjusted EBITDA, both of which are non-IFRS financial measures, to provide supplementary information about operating performance. Plurilock defines EBITDA as net income or loss before interest, income taxes, depreciation, and amortization. Adjusted EBITDA removes non-cash share-based compensation, financing, and acquisition-related expenses from EBITDA. The Company believes that EBITDA and Adjusted EBITDA is a meaningful financial metric for investors as it adjusts income to reflect amounts which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. EBITDA and Adjusted EBITDA are not intended as a substitute for IFRS measures. A limitation of utilizing these non-IFRS measures is that the IFRS accounting effects of the adjustments do in fact reflect the underlying financial results of Plurilock’s business and these effects should not be ignored in evaluating and analyzing Plurilock’s financial results. Therefore, management believes that Plurilock’s IFRS measures of net loss and the same respective non-IFRS measure should be considered together. Non-IFRS measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Readers should refer to the Company’s most recently filed MD&A for a more detailed discussion of these measures and their calculations.

Annual Filings

Management’s Discussion and Analysis and Consolidated Financial Statements and the notes thereto for the year ended December 31, 2023 can be obtained from Plurilock’s corporate website at www.plurilock.com and under Plurilock’s SEDAR profile at www.sedarplus.ca.

About Plurilock

Plurilock sells cybersecurity solutions to the United States and Canadian Federal Governments along with Global 2000 companies. Through these relationships, Plurilock sells its unique brand of Critical Services – aiding clients with our expertise to defend against, detect, and prevent costly data breaches and cyber-attacks.

For more information, visit https://www.plurilock.com or contact:

Ian L. Paterson
Chief Executive Officer
ian@plurilock.com

416.800.1566

Ali Hakimzadeh
Executive Chairman
ali@sequoiapartners.ca
604.306.5720

Forward-Looking Statements

This press release may contain certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) which relate 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, unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.