A combined total of approximately $1.65 million in aggregate proceeds raised from all tranches of the non-brokered private placement.
Vancouver, British Columbia–(Newsfile Corp. – June 28, 2023) – Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) (“Plurilock” or the “Company“), an identity-centric cybersecurity solutions provider for workforces, is pleased to announce that the Company has closed the second and final tranche of its previously announced non-brokered private placement of 6,499,688 units of the Company (“Units“) at a price of $0.145 per Unit, for aggregate gross proceeds of $942,454.76 (the “Private Placement“). The aggregate proceeds raised in both tranches totaled approximately $1,646,805.
Each Unit consists of one common share in the capital of the Company (a “Share“) and one common share purchase warrant (a “Warrant“). Each Warrant entitles 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 Private Placement, provided that if the volume weighted average closing price of the Shares on the TSX Venture Exchange (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.
In connection with the Private Placement, the Company paid arm’s length finders (each, a “Finder“) an aggregate of $28,173.60 and issued an aggregate of 194,300 warrants (each, a “Finder’s Warrant“), representing 7% of the proceeds raised from those purchasers introduced by such Finder and 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 Private Placement for general corporate purposes and market awareness advertising.
5,337,772 of the Units (the “LIFE Units“) issued pursuant to the Private Placement were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the Shares and Warrants forming the LIFE Units will not be subject to a hold period in accordance with applicable Canadian securities laws.
The securities issued pursuant to the Private 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.
The Company is also pleased to announce that, pursuant to the indenture between the Company and Computershare Trust Company of Canada dated August 15, 2022, as supplemented by the first supplemental indenture dated September 20, 2022 (collectively, the “Indenture“) governing the 10% unsecured convertible debentures in the principal amount of $1,245,000 (the “August Debentures“) previously issued on August 15, 2022, and the 10% unsecured convertible debentures in the principal amount of $285,000 (the “September Debentures” and with the August Debentures, the “Debentures“) previously issued on September 20, 2022, the Company will issue Shares in satisfaction of interest payments on the outstanding Debentures (the “Interest Payments“).
The Company will issue an aggregate of $75,537 worth of Shares at the closing market price on June 29, 2023 to holders of the Debentures in satisfaction of an aggregate of $75,537 in interest payable as of June 30, 2023. Issuance of the Shares is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. All securities issued in connection with the Interest Payments will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Company also announces that it intends to amend the exercise price of certain common share purchase warrants originally issued on August 15, 2022, September 20, 2022, December 21, 2022, December 30, 2022 and January 16, 2023 (collectively, the “Existing Warrants“) and the conversion price of the Debentures.
An aggregate of 765,000 Existing Warrants were initially issued with an exercise price of $0.40 per Share in connection with a non-brokered private placement of debenture units. The Company intends to amend the exercise price of unexercised Existing Warrants to $0.20 per Share.
An aggregate of 12,536,538 Existing Warrants were initially issued with an exercise price of $0.25 per Share in connection with a non-brokered private placement of units. The Company intends to amend the exercise price of unexercised Existing Warrants to $0.20 per Share.
An aggregate of principal amount of $1,530,000 of Debentures were initially issued with a conversion price of $0.285 per Share in connection with a non-brokered private placement of debenture units. The Company intends to amend the conversion price of unconverted Debentures to $0.20 per Share.
Amendment of the Existing Warrants and Debentures is subject to the approval of the TSX Venture Exchange. No action will be required on part of the holders of the Existing Warrants or Debentures to give effect to the amendments.
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
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.sedar.com.
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