Plurilock Announces Closing of $3 Million Strategic Investment

Rhea-AI Summary

Plurilock (OTCQB: PLCKF) closed a $3,000,000 non-brokered private placement on October 31, 2025 by issuing 3,000 debenture units at $1,000 per unit to a strategic investor.

Each unit includes a 10% unsecured convertible debenture (convertible at $0.23 until October 30, 2028) and 4,000 warrants exercisable at $0.25 until October 30, 2028. Interest on the debentures is 10% per annum, payable quarterly in cash, shares, or combination based on the 10-day VWAP, subject to TSXV policies. Conversion/exercise is limited to avoid >9.99% beneficial ownership.

The proceeds are earmarked to accelerate growth initiatives, expand Critical Services, and strengthen working capital. Securities are subject to TSXV approval and a statutory four-month plus one-day hold.

Positive

• Capital raise of $3.0M via 3,000 debenture units
• Proceeds targeted to accelerate growth and expand Critical Services

Negative

• Potential dilution from up to 12,000,000 warrants exercisable at $0.25
• Convertible debentures carry 10% annual interest, payable quarterly
• Equity awards of 100,000 options and 1,750,000 RSUs increase dilution risk

Vancouver, British Columbia--(Newsfile Corp. - October 31, 2025) - Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) ("Plurilock" or the "Company"), a global cybersecurity systems integrator, is pleased to announce that, further to its news release of October 17, 2025, the Company has closed its non-brokered private placement (the "Offering") of $3,000,000 through the issuance of 3,000 debenture units (the "Units") at $1,000 per Unit with a strategic investor.

Each Debenture Unit comprised of (i) $1,000 principal amount of 10% unsecured convertible debentures of the Company, convertible at the option of the holder at a price of $0.23 until October 30, 2028 (the "Debentures"), and (ii) 4,000 common share purchase warrants (the "Warrants") exercisable at a price of $0.25 until October 30, 2028, provided that if, any time following the date of issuance, the common shares of the Company (the "Shares") are listed on the New York Stock Exchange or NASDAQ (each, a "US Stock Exchange"), or the Company completes an indirect listing such that the Shares are exchanged for common shares of a public company trading on a US Stock Exchange, in which the holder may, at the Company's election, be given notice, by way of a news release, that the Warrants will expire 180 days following the date of such listing.

The Debentures bear interest at a rate of 10% per annum, payable in arrears every three months from the date of issue, in cash or Shares, or a combination thereof, at the election of the Company based on the 10-day VWAP at the time of the interest payment, subject to the policies of the TSX Venture Exchange (the "TSXV"). Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.

The Debentures cannot be converted into Shares and the Warrants cannot be exercised into Shares if it would result in the holder having a beneficial ownership of more than 9.99% of the issued and outstanding Shares.

The proceeds from the Offering will be used to accelerate Plurilock's growth initiatives, expand its Critical Services business, and strengthen working capital.

The Debenture Units are subject to final TSXV approval. All securities issued under the Offering are subject to a four-month and one-day statutory hold period from the date of issuance, in accordance with applicable securities laws.

The securities issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Pursuant to the provisions of the Company's Amended Omnibus Incentive Plan, the Company has granted a total of 100,000 options to an officer of the Company at an exercise price of $0.23 per share for a period of five years, with 25% to vest one year from the grant date and 25% every 12 months thereafter. The Company has also granted a total of 1,750,000 restricted share units to certain directors, officers and consultants for a three-year term, with 1/3 to vest one year from the grant date and 1/3 every 12 months thereafter. These grants were made to appropriately reward the previous and ongoing contributions of the recipients and to encourage them to continue contributing significantly to Plurilock's success in future.

About Plurilock

Plurilock is a services-led, product-enabled, AI-native cybersecurity company that solves complex cyber problems in high-stakes environments where failure isn't an option. Trusted by Five-Eyes governments, NATO-aligned agencies, and Global 2000 enterprises, we defend critical infrastructure and safeguard the systems that power modern life. Our Critical Services division delivers operational resilience through unmatched expertise, proprietary IP, and AI-driven playbooks.

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

Sean Peasgood
Investor Relations
sean@sophiccapital.com
647.953.5607

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the TSX Venture Exchange policies) accept 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.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272654

FAQ

How much did Plurilock (PLCKF) raise in the October 31, 2025 private placement?

Plurilock raised $3,000,000 by issuing 3,000 debenture units at $1,000 per unit.

What are the conversion and exercise prices for the debentures and warrants in PLCKF's offering?

Debentures convert at $0.23 per share and warrants are exercisable at $0.25, both until October 30, 2028.

How many warrants were issued in Plurilock's $3M financing and what is the potential share impact?

Each unit included 4,000 warrants, totaling 12,000,000 warrants that could be exercised at $0.25, subject to the 9.99% ownership cap.

What interest and payment options apply to the convertible debentures in PLCKF's deal?

Debentures bear 10% annual interest, payable quarterly in cash, shares, or a combination based on the 10-day VWAP, subject to TSXV rules.

Were any equity incentives granted alongside Plurilock's financing on October 31, 2025?

Yes; the company granted 100,000 options to an officer and 1,750,000 RSUs to directors, officers and consultants.