Plurilock Announces Closing of First Tranche of Non-Brokered Private Placement

Vancouver, British Columbia–(Newsfile Corp. – June 22, 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 first tranche of its previously announced non-brokered private placement of 4,857,588 units of the Company (“Units“) at a price of $0.145 per Unit (the “Offering Price“), for aggregate gross proceeds of $704,350.26 (the “Private Placement“).

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 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.

In connection with the Private Placement, the Company paid arm’s length finders (each, a “Finder“) an aggregate of $31,907.77 and issued an aggregate of 220,054 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.

The Company expects to close the LIFE Offering and a second tranche of the Concurrent Placement on or around Monday, June 26th, 2023.

The Private Placement was completed in connection with news releases dated June 1, 2023 and June 13, 2023, pursuant to which the Company announced a non-brokered private placement of at least 4,827,587 Units at the Offering Price for gross proceeds of $700,000 and a maximum of 5,337,772 Units for gross proceeds of up to $773,977, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions (the “LIFE Offering“) and a concurrent private placement to purchasers pursuant to applicable exemptions under NI 45-106 of at least 4,310,345 Units at the Offering Price for gross proceeds of $625,000 and up to a maximum of 6,896,551 Units for gross proceeds of up to $1,000,000 (the “Concurrent Placement“). The Private Placement constitutes a portion of the Concurrent Placement.

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.

Market Awareness Advertising Groups

Native Ads Inc.

The Company has engaged Native Ads Inc. (“Native Ads“) to provide digital media services, vendor management, marketing and data analytics services to the Company, and the Company budgeted up to US$100,000 for such services over an expected 12-month period. Native Ads is a full-service advertising agency that owns and operates a proprietary ad exchange with over 80 integrated supply side platforms resulting in access to three billion to seven billion daily North American ad impressions. Neither Native Ads nor any of its directors and officers own any securities of the Company.

Global One Media Limited

The Company has engaged the services of Global One Media Limited (“Global One Media“) to manage its social media channels, including the distribution of interviews, Company news, and other similar services.

Global One Media is an innovative investor-focused digital marketing agency solving the needs of small and mid-cap listed companies. Global One Media does not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest. Global One Media may provide additional services in the future.

Outside The Box Capital Inc.

The Company has engaged Outside The Box Capital Inc. (“Outside The Box“) to provide marketing services to communicate information about Plurilock to the financial community. The initial term of the engagement is 4 months, and the agreement may be terminated by either party at any time during the 4-month period. The Company will pay Outside The Box a cash fee of CA$70,000 plus applicable taxes, across the term of services. Outside The Box specializes in social media platforms and will be able to facilitate greater awareness and widespread dissemination of the Company’s news into these channels.

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

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.sedar.com.

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.

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