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

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private placement

Plurilock (OTCQB:PLCKF, TSXV:PLUR) closed the final tranche of its non-brokered private placement of Special Warrants at $0.10 each.

The final tranche raised $766,000 from 7,660,000 Special Warrants, bringing total Offering proceeds to $3,206,500 from 32,065,000 Special Warrants, subject to TSX Venture Exchange approval.

Net proceeds will fund Critical Services in defense and commercial markets, development of an AI-native cyber resilience platform, and working capital. Each Special Warrant converts into one common share following a prospectus supplement filing or after four months and one day from closing.

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Positive

  • Total private placement proceeds of $3,206,500 from 32,065,000 Special Warrants
  • Final tranche raised $766,000 at $0.10 per Special Warrant
  • Net proceeds allocated to Critical Services and AI-native cyber resilience platform
  • Insiders purchased 900,000 Special Warrants for gross proceeds of $90,000

Negative

  • Issuance of 32,065,000 new Shares upon Special Warrant conversion implies dilution
  • Cash finder's fees of $51,680 plus 1,393,200 Finder's Warrants increase overhang
  • Offering and Special Warrant conversion remain subject to TSX Venture Exchange approval

News Market Reaction – PLCKF

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In the May 13 session, PLCKF gained 3.90%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - May 12, 2026) - 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 May 1, 2026, it has closed the final tranche (the "Final Tranche") of its previously announced non-brokered private placement of special warrants (the "Special Warrants") at a price of $0.10 per Special Warrant (the "Offering"). The Final Tranche consisted of 7,660,000 Special Warrants for aggregate gross proceeds of $766,000. The entire Offering consisted of gross proceeds of $3,206,500 through the issuance of 32,065,000 Special Warrants.

Each Special Warrant will automatically convert, for no additional consideration, into one common share of the Company (each a "Share") on the date that is the earlier of: (i) the date that is three business days following the date on which the Company files a prospectus supplement to a short form base shelf prospectus with the securities commissions qualifying distribution of the Shares issuable upon the conversion of the Special Warrants (the "Prospectus Supplement"), and (ii) the date that is four months and one day after the closing of the Offering.

The Company will use its commercially reasonable efforts to file the Prospectus Supplement within 60 days of the closing of the Offering (not including the date of closing), provided, however, that there is no assurance that a Prospectus Supplement will be filed with the securities commissions, prior to the expiry of the statutory four month hold period.

In connection with the Final Tranche, the Company paid aggregate cash finder's fees of $51,680 and issued an aggregate of 316,800 finder's warrants (the "Finder's Warrants") to arm's length parties. Each Finder's Warrant will be exercisable for one Share at the price of $0.10 for a period of 18 months from the date of issue.

The net proceeds of the Offering will be used to advance the Company's Critical Services capabilities in defense and commercial markets, to continue development of the Company's AI-native cyber resilience platform, and for general working capital.

The Offering remains subject to the approval by the TSX Venture Exchange (the "TSXV").

Prior to the filing of the Prospectus Supplement and the automatic conversion of the Special Warrants, the securities issued under the Offering are subject to a four month hold period from the date of closing of the Offering in addition to any other restrictions under applicable law.

Insiders of the Company purchased 900,000 Special Warrants in the Final Tranche for aggregate gross proceeds of $90,000. The Special Warrants issued to insiders are subject to a four month hold period pursuant to applicable policies of the TSXV. The issuance of Special Warrants to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

The Company also wishes to clarify that it issued an aggregate of 1,076,400 Finder's Warrants in the first tranche closing of the Offering that closed on April 30, 2026.

Pursuant to the provisions of the Company's Amended Omnibus Incentive Plan, the Company has granted 600,000 restricted share units ("RSUs") to an officer of the Company. The RSUs have a three-year term, with 1/3 to vest one year from the grant date and 1/3 every 12 months thereafter.

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

Neither the TSX Venture Exchange nor its Regulation Service 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 the filing of the Prospectus Supplement, use of proceeds and other such future events and 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.

The securities to be 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297249

FAQ

What did Plurilock (PLCKF) announce about its private placement on May 12, 2026?

Plurilock announced the closing of the final tranche of its non-brokered private placement of Special Warrants, raising $766,000. According to Plurilock, total Offering proceeds reached $3,206,500 from 32,065,000 Special Warrants priced at $0.10 each.

How many Special Warrants did Plurilock (PLCKF) issue and at what price?

Plurilock issued 32,065,000 Special Warrants at a price of $0.10 per Special Warrant. According to Plurilock, this generated gross proceeds of $3,206,500, with the final tranche contributing 7,660,000 Special Warrants and $766,000 in proceeds.

How and when will Plurilock (PLCKF) Special Warrants convert into common shares?

Each Special Warrant will automatically convert into one common share for no additional consideration. According to Plurilock, conversion occurs three business days after filing a prospectus supplement or four months and one day after the Offering’s closing, whichever comes first.

What will Plurilock (PLCKF) use the $3.2 million private placement proceeds for?

Plurilock plans to use net proceeds to advance its Critical Services in defense and commercial markets and develop its AI-native cyber resilience platform. According to Plurilock, remaining funds will support general working capital requirements and ongoing operations.

Did insiders participate in Plurilock’s May 2026 Special Warrant financing (PLCKF)?

Yes, insiders purchased 900,000 Special Warrants for gross proceeds of $90,000. According to Plurilock, this insider participation is treated as a related party transaction under MI 61-101 but remains below 25% of the company’s market capitalization thresholds.

What finder’s fees and warrants were issued in Plurilock’s (PLCKF) private placement?

In the final tranche, Plurilock paid $51,680 in cash finder’s fees and issued 316,800 Finder’s Warrants. According to Plurilock, a total of 1,076,400 Finder’s Warrants were also issued in the first tranche that closed on April 30, 2026.

What new equity incentives did Plurilock (PLCKF) grant alongside the financing?

Plurilock granted 600,000 restricted share units to an officer under its Amended Omnibus Incentive Plan. According to Plurilock, the RSUs vest over three years, with one-third vesting annually starting one year from the grant date.