Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
Quantum eMotion
to Acquire Plurilock, Expanding Commercial Quantum and AI Cybersecurity Platform
Proposed acquisition
would combine QeM’s quantum-secure technologies with Plurilock’s established cybersecurity revenue base, hundreds of customer
relationships, public-sector procurement channels, service delivery capabilities and AI-driven cybersecurity technologies.
| · | QeM
to acquire all issued and outstanding Plurilock common shares for aggregate equity consideration
of approximately C$33.8M, consisting of approximately 30% cash and 70% common shares in the
capital of QeM (“QeM Shares”). |
| · | Shareholders
of Plurilock (“Plurilock Shareholders”) to receive C$0.084 in cash and 0.0763
QeM common share for each common share in the capital of Plurilock, implying total consideration
of C$0.28 per share. |
| · | The
consideration represents an implied premium of approximately 100% to Plurilock’s 20-trading-day
volume-weighted average price on the TSX Venture Exchange as of September 25, 2026. |
| · | Plurilock
brings a 25-plus-year operating history through its businesses and predecessor operations,
serving hundreds of public- and private-sector customers, with procurement and contract vehicles
across Canada, the United States and NATO. |
| · | The
combined company will be led by QeM’s President & CEO Francis Bellido and
is expected to retain the full QeM team while adding senior Plurilock leaders Ian L. Paterson
and Veera Singh, CPA, to fulfill the roles of Executive Vice-President and Senior Vice-President,
respectively. |
MONTREAL,
QUEBEC – September 28th, 2026 - Quantum eMotion Corp. (“QeM” or the “Company”) (NYSE American:
QNC; TSXV: QNC; FSE: 34Q0), a developer of quantum-secure cybersecurity technologies, and Plurilock Security Inc.
(“Plurilock”) (TSXV: PLUR) are pleased to announce that they have entered into a definitive arrangement agreement (the
“Arrangement Agreement”) on September 28, 2026, whereby QeM will acquire 100% of the issued and outstanding common
shares in the capital of Plurilock (“Plurilock Shares”) by way of a court-approved plan of arrangement under the Business
Corporations Act (British Columbia) (the “Arrangement”), through a wholly-owned subsidiary of QeM.
The proposed acquisition
is intended to accelerate QeM’s transition from primarily developing and validating quantum-secure technologies toward a broader
commercial cybersecurity business with existing revenues, customers, sales channels and delivery capabilities.
Through the proposed
acquisition, QeM expects to add an established cybersecurity revenue base and operating platform, including enterprise and government
customer relationships, public-sector procurement channels, cybersecurity services, sales and delivery capabilities, and intellectual
property in AI-centric cybersecurity, risk analysis, authentication and identity.
QeM believes this
combination could shorten the path from product validation to customer deployment by giving QeM access to an existing commercial organization
and installed customer base. Following closing, the combined company intends to pursue a disciplined cross-selling and integration strategy,
initially focusing on customer segments where QeM’s technologies address defined security requirements and can be introduced through
Plurilock’s existing relationships and procurement channels.
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Expected Strategic
Benefits to QeM Shareholders
| · | Accelerate
commercialization by adding an established revenue-generating cybersecurity platform with
sales, delivery and customer-support infrastructure. |
| · | Add
commercial scale and a cybersecurity client base through an established organization with
a 25-plus-year operating foundation. |
| · | Expand
QeM’s customer reach through Plurilock’s existing enterprise, government and
defense relationships. |
| · | Provide
access to public-sector and regulated markets through established procurement positions and
contract vehicles across Canada, the United States and NATO. |
| · | Create
a defined commercialization pathway across hundreds of existing customer relationships through
potential cross-selling, pilots and broader deployments of QeM technologies, subject to customer
requirements, product readiness and applicable procurement rules. |
| · | Add
AI and behavioral cybersecurity capabilities and patent portfolio to QeM’s technology
portfolio, broadening the combined company’s capabilities across quantum-safe security,
identity and AI-driven cyber defence. |
| · | Support
QeM’s commercialization strategy as key technologies advance through NIST and FIPS
validation processes by adding an established organization capable of selling, implementing
and supporting cybersecurity solutions for enterprise and government customers. |
| · | Create
opportunities for new intellectual property and integrated solutions combining continuous,
AI-driven risk analysis and identity with quantum-secure cryptographic enforcement. |
| · | Position
the combined company at the convergence of cybersecurity and quantum-safe security, with
capabilities spanning technology development, commercialization, implementation and ongoing
cybersecurity services. |
Expected Strategic
Benefits to Plurilock Shareholders
| · | Provide
participation in the combined company’s quantum-safe cybersecurity strategy, including
QeM’s quantum random number generation, cryptographic and quantum-secure technology
portfolio. |
| · | Provide
exposure to the combined company’s broader growth opportunities across quantum-safe
cybersecurity, artificial intelligence, defence, government, critical infrastructure and
regulated enterprise markets. |
| · | Provide
the potential for an enhanced capital-markets profile through QeM’s U.S. exchange listing
and existing U.S. capital-markets presence. |
| · | Allow
Plurilock Shareholders to retain participation in the future growth of the combined company
through the share component of the Arrangement consideration, while also receiving immediate
cash consideration. |
| · | Combine
Plurilock’s established commercial platform with QeM’s technology portfolio and
capital-markets profile, creating a larger and more diversified cybersecurity company with
both technology-development and commercial-delivery capabilities. |
| · | Increase
the potential strategic value of Plurilock’s existing customer relationships, procurement
vehicles and cybersecurity capabilities by pairing them with QeM’s quantum-secure technologies
and commercialization pipeline. |
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| · | Create
additional opportunities to leverage Plurilock’s existing infrastructure and market
access with the potential introduction of QeM products across Plurilock’s enterprise,
government and defence channels. |
| · | Provide
Plurilock Shareholders with continued exposure to the value of Plurilock’s business
following the Arrangement, including its customer relationships, contract vehicles, critical
services capabilities and AI-driven cybersecurity expertise, as part of the larger combined
organization. |
Long-Term Strategic
Rationale
Accelerating
Commercialization of QeM Technologies
QeM has spent several
years developing a portfolio of quantum-secure cybersecurity technologies designed to address the growing security requirements associated
with increasingly sophisticated cyber threats and the emerging quantum-computing era.
The Company’s
technology portfolio includes quantum random number generation and entropy technologies, together with quantum-safe cryptographic and
cybersecurity capabilities designed for enterprise, cloud, communications, critical infrastructure and other security-sensitive environments.
The proposed acquisition
of Plurilock is intended to add the commercial infrastructure needed to scale this strategy. Plurilock brings existing cybersecurity
revenues, customer relationships, procurement channels, sales capabilities and operational delivery resources. Following closing of the
Arrangement, QeM intends to segment the combined customer base by use case and procurement readiness, identify priority accounts for
pilots and cross-selling, and evaluate where QeM technologies can be incorporated into Plurilock’s existing and future cybersecurity
offerings.
NIST and FIPS
Validation Initiatives
The Arrangement
comes as QeM continues to advance important components of its technology portfolio through U.S. cybersecurity standards and validation
processes.
QeM’s eCore-Q
quantum entropy technology has been independently assessed by Lightship Security, which submitted the supporting entropy-source validation
package through the production Entropy Source Validation Test System for review under the Cryptographic Module Validation Program. The
submission seeks validation under NIST Special Publication 800-90B.
Separately, QeM’s
SecureKey Cryptographic Module has received an Implementation Under Test designation as it progresses through the FIPS 140-3 validation
process.
These processes
are strategically important to QeM because NIST and FIPS standards are widely referenced in cybersecurity procurement and are particularly
relevant to government, defence, critical infrastructure and regulated enterprise markets. Submission to these programs does not constitute
validation, and neither timing nor outcome can be assured. However, QeM believes successful completion would provide independent standards-based
assurance for important elements of its technology platform and could strengthen its ability to commercialize those technologies in security-sensitive
markets.
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AI-Driven Cybersecurity
and Quantum-Secure Enforcement
Beyond revenues
and commercial reach, QeM sees strategic potential in Plurilock’s intellectual property and capabilities spanning multiple cybersecurity
domains, including AI-driven risk analysis, authentication and identity.
Over time, QeM
intends to evaluate opportunities to combine Plurilock’s cybersecurity and identity capabilities and technologies with QeM’s
quantum-secure cryptographic technologies. Potential future applications may include adaptive access control, privileged key administration,
signing authorization, dynamic key rotation, certificate-management controls and automatic session termination.
QeM believes such
capabilities could be particularly relevant for government, defense, financial services, critical infrastructure, healthcare and other
environments requiring strong protection of sensitive or long-lived digital assets.
The parties expect
to establish a joint integration team before closing. Initial priorities will include customer and employee continuity; preservation
of key public-sector contract vehicles and certifications; protection of Plurilock’s existing revenue base; coordinated go-to-market
planning; disciplined capital allocation; and a 100-day commercial plan to identify priority accounts, pilot opportunities and the highest-value
opportunities to pair Plurilock services and customer channels with QeM technologies.
Potential Platform
Vision
QeM envisions that
Plurilock’s capabilities could contribute to detection, assessment and operational response, while QeM’s technologies could
provide quantum-secure cryptographic and entropy infrastructure. QeM intends to evaluate these opportunities following closing as part
of its integration and product strategy planning.
Management and
Governance of the Combined Company
Following closing,
Francis Bellido, President and Chief Executive Officer of QeM, will lead the combined company as President and Chief Executive Officer.
QeM intends to retain its full existing management and operating team to maintain continuity across product development, commercialization,
corporate finance and public-company functions.
Plurilock’s
senior leaders will add operating, customer and public-sector experience to the combined organization. Ian L. Paterson, currently Chief
Executive Officer of Plurilock, is expected to additionally serve as Executive Vice-President, Cybersecurity & Critical Services,
QNC and President & CEO of Plurilock and Veera Singh, CPA, currently Chief Financial Officer of Plurilock, is expected to serve
as Senior Vice-President, Finance & Operations, QNC and CFO & COO of Plurilock in the combined company. Their responsibilities
are expected to include operations, finance and commercial activities, as well as supervision and integration of the combined entity.
Management Commentary
“This proposed
acquisition is about accelerating the next stage of Quantum eMotion’s development,” said Francis Bellido, President and CEO
of Quantum eMotion. “We have built a portfolio of quantum-secure cybersecurity technologies and are advancing key components through
important NIST and FIPS validation processes. Plurilock adds commercial reach, customer relationships, cybersecurity operations and AI-driven
cybersecurity technologies that we believe can help accelerate the commercialization of these innovations. By combining AI-driven, continuous
risk intelligence and identity with quantum-secure cryptographic enforcement, we believe QeM can build a differentiated cybersecurity
platform at the intersection of AI and quantum security.”
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“Plurilock
has built a trusted operating platform around customers that are difficult to win and important to retain,” said Ian L. Paterson,
Chief Executive Officer of Plurilock. “Combining that platform with QeM’s quantum-secure technologies creates an opportunity
to expand what we deliver to government, defence and enterprise customers as they prepare for rapidly changing AI and quantum-era threats.
We believe the proposed 30% cash and 70% share consideration gives Plurilock Shareholders both immediate value and meaningful participation
in the combined company’s future.”
“I believe
we are putting Plurilock in good hands. The combined company will have a broader technology portfolio, deeper market access and a stronger
foundation from which to pursue growth,” said Ali Hakimzadeh,, Executive Chairman of Plurilock. “Following a comprehensive
review with our advisers, and after receiving the fairness opinion from Paradigm Capital and the unanimous recommendation of the Special
Committee, the board agreed that the Arrangement is in the best interests of Plurilock and that the consideration is fair to Plurilock
Shareholders from a financial point of view, subject to the assumptions, limitations and qualifications set out in that opinion. It has
been a privilege to serve as the Executive Chairman of this special organization, and to have served with an amazing board. I look forward
to observing the combined company’s future progress.”
Transaction
Overview
The Arrangement
will be completed by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British
Columbia). Under the terms of the Arrangement Agreement, each Plurilock Shareholder will receive C$0.084 per share in cash and C$0.196
per share in QeM Shares at an exchange ratio of 0.0763 of a QeM Share for each Plurilock Share held (the “Consideration”),
subject to customary adjustments.
Based on the closing
price of QeM Shares on the TSX Venture Exchange (the “TSXV”) on September 25, 2026, the Consideration implies a value
of C$0.28 per Plurilock Share and aggregate equity consideration of approximately C$33.8M. The implied value represents a premium of
approximately 100% to the 20-trading-day volume-weighted average price of the Plurilock Shares on the TSXV for the period ending on September 25,
2026.
The cash component
will be funded from QeM cash on hand. On completion of the Arrangement, existing shareholders of QeM and former shareholders of Plurilock
are expected to own approximately 95.97% and 4.03%, respectively, of the outstanding QeM Shares, in each case on a basic basis and subject
to security exercises and customary adjustments.
Further, all outstanding
options to acquire Plurilock Shares (“Plurilock Options”) will be cancelled in exchange for QeM Shares and Cash in the same
proportions as the Consideration having a value equal to the amount (if any) by which C$0.28 exceeds the applicable exercise price per
Plurilock Option. All outstanding restricted share units will vest immediately prior to the effective time of the Arrangement and be
settled for the Consideration. All outstanding warrants and convertible debentures of Plurilock will, in accordance with their terms
and without further action by the holders thereof, entitle the holders to receive, upon exercise or conversion, the Consideration in
lieu of Plurilock Shares.
Additionally, QeM
has agreed to lend Plurilock up to C$2,000,000 (the “Bridge Financing”) to fund the collaborative initiatives of QeM and
Plurilock, transactional and operating expenses of Plurilock during the period prior to the closing of the Arrangement. The Bridge Financing
will be secured against all of Plurilock’s personal property in Canada, bears interest at a rate of 8.5% per annum, and matures
on the earlier of (i) September 27, 2028, (ii) the closing of the Arrangement, and (iii) the termination of the Arrangement
Agreement in the event of a Superior Proposal (as defined in the Arrangement Agreement).
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Completion of the
Arrangement is subject to approval by the Supreme Court of British Columbia and the affirmative vote of Plurilock Shareholders at a special
meeting to be held by Plurilock (the “Meeting”). At the Meeting, the Arrangement will require approval by (i) at least
two-thirds (66⅔%) of the votes cast by Plurilock Shareholders present in person or represented by proxy and entitled to vote at
the Meeting, and (ii) at least a simple majority of the votes cast by Plurilock Shareholders present in person or represented by
proxy and entitled to vote at the Meeting, excluding votes from certain shareholders as required under Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions.
Full details of
the Arrangement Agreement will be included in a management information circular of Plurilock in connection with the Meeting, which will
be filed with applicable regulatory authorities and mailed to Plurilock Shareholders in accordance with applicable securities laws. Pursuant
to the terms of the Arrangement Agreement, the Arrangement is subject to customary conditions including the receipt of applicable regulatory
and third-party approvals and consents as may be required to effect and complete the transaction, including approval of the TSXV and
NYSE American.
The Arrangement
Agreement includes customary representations and warranties of each party, non-solicitation covenants by Plurilock, “right-to-match”
provisions in favour of QeM in the event of a Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement
also includes a reciprocal termination fee and expense reimbursement provision of up to C$500,000 payable by Plurilock to QeM or by QeM
to Plurilock, as applicable, if the Arrangement is terminated in certain circumstances. Assuming that all requisite approvals are received
and all other conditions to the completion of the Arrangement are satisfied or waived, QeM and Plurilock expect to close the proposed
transaction shortly after the date of the Meeting, which is expected to be held in November, 2026. Following completion of the Arrangement,
Plurilock intends to apply to have the Plurilock Shares delisted from the TSXV and to apply to cease to be a reporting issuer under applicable
Canadian securities laws, following which no securities of Plurilock are expected to be listed on any public market.
None of the securities
to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), and securities issued in the Arrangement are anticipated to be issued in reliance on the exemption
from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and will be issued pursuant
to similar exemptions from applicable state securities laws. This news release does not constitute an offer to sell or the solicitation
of an offer to buy any securities. Details regarding these and other terms of the Arrangement are set out in the Arrangement Agreement,
which will be available in due course on Plurilock’s and QeM’s respective profiles on SEDAR+ at www.sedarplus.ca and, in
the case of QeM, on EDGAR at www.sec.gov.
Board of Directors’
Recommendations
The Arrangement
Agreement has been unanimously approved by the Board of Directors of each of QeM and Plurilock, with conflicted directors abstaining.
The board of directors of Plurilock (the “Plurilock Board”), after receiving the unanimous recommendation of the Special
Committee (as defined below), has determined that the Arrangement is in the best interests of Plurilock and that the Consideration is
fair to Plurilock Shareholders, and recommends that Plurilock Shareholders vote in favour of the Arrangement.
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The Plurilock Board
constituted a special committee of directors (the “Special Committee”) to consider and evaluate the Arrangement and related
matters.
Paradigm Capital
Inc. (“Paradigm”) has provided a fairness opinion to the Special Committee stating that, as of the date of such opinion,
and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received
by Plurilock Shareholders under the Arrangement is fair, from a financial point of view, to Plurilock Shareholders. No finder’s
fee is payable in connection with the Arrangement.
Directors and senior
officers of Plurilock and certain other Plurilock securityholders, collectively holding or exercising control or direction over approximately
6.8% of the outstanding Plurilock Shares on a basic basis, have entered into voting and support agreements pursuant to which they have
agreed, subject to the terms of those agreements, to vote in favour of the Arrangement.
Plurilock Shareholders,
and other interested parties, are advised to read the materials relating to the proposed Arrangement, including the Arrangement Agreement,
that will be filed by each of QeM and Plurilock with securities regulatory authorities when they become available.
Advisers
Blink Capital Corp.
is acting as financial adviser to Plurilock. Paradigm is financial adviser to the Special Committee. McMillan LLP is acting as Canadian
legal counsel to Plurilock, and Thompson Hine LLP is acting as U.S. legal counsel to Plurilock. Laurel Hill is acting as strategic communication
advisor.
Lavery, de Billy,
L.L.P. and Lawson Lundell LLP are acting as Canadian legal counsels to QeM and Duane Morris LLP is acting as U.S. legal counsel to QeM.
About Quantum
eMotion Corp.
Quantum eMotion
Corp. (NYSE American: QNC; TSXV: QNC; FSE: 34Q0) is developing quantum-secure cybersecurity technologies designed to protect digital
systems, communications and data in an increasingly complex cyber-threat environment. The Company’s technology portfolio combines
quantum-generated entropy, quantum-safe cryptography and cybersecurity technologies designed for applications across enterprise, cloud,
communications, critical infrastructure and other security-sensitive environments. For more information, visit www.quantumemotion.com.
About Plurilock
Security Inc.
Plurilock sells
cybersecurity solutions and delivers critical IT and cybersecurity services to public- and private-sector organizations. Through its
operating businesses and predecessor operations, Plurilock has a 25-plus-year operating history, serves hundreds of customers and maintains
procurement and contract channels in Canada, the United States and NATO. Its capabilities include Critical Services, cybersecurity and
IT modernization, managed services, data protection, cloud security, identity and access management, and AI-enabled security technologies.
For more information, visit www.plurilock.com.
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Forward-Looking
Statements
This news release
contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities laws.
All statements in this news release, other than statements of historical facts, that address events or developments that Plurilock or
QeM expect to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are
generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”,
“intends”, “estimates”, “projects”, “potential” and similar expressions, or that events
or conditions “will”, “would”, “may”, “could” or “should” occur and specifically
include statements regarding: the proposed acquisition of Plurilock; the anticipated completion of the Arrangement, the satisfaction
of closing conditions including: (i) required Plurilock Shareholder approval; (ii) necessary court approval in connection with
the Arrangement; (iii) certain termination rights available to the parties under the Arrangement Agreement; (iv) obtaining
the necessary approvals from the TSXV and NYSE American; and (v) other closing conditions as set forth in the Arrangement Agreement;
the anticipated consideration to be paid by QeM and received by Plurilock Shareholders, the implied value and premium, the Bridge Financing,
security treatment, pro forma ownership, the proposed management, board and integration plans of the combined company; expected strategic
benefits, commercialization opportunities, customer access and cross-selling; potential technology integrations and development of new
intellectual property; NIST and FIPS validation processes; and the future business, operations and strategy of QeM following completion
of the Arrangement.
Forward-looking
statements are based on assumptions considered reasonable by management as of the date of this news release but are subject to known
and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from
those expressed or implied by such statements. Such assumptions include, among others, that the parties will obtain all required approvals
in a timely manner and on acceptable terms; that the conditions to closing will be satisfied; that QeM will have sufficient funds to
pay the cash component of the Consideration; that Plurilock’s customer relationships, contract vehicles, certifications, security
clearances and key personnel will be retained following the Arrangement; that QeM's technologies will achieve the product readiness,
certifications and procurement eligibility required by target customers; that customers will adopt quantum-safe security solutions at
the rates anticipated; that QeM's NIST and FIPS submissions will proceed as anticipated; that the parties will be able to integrate their
operations and technologies without material disruption; that the combined company will have sufficient capital to fund its operations
and commercialization plans; and general economic, market and government procurement conditions. These risks include, among others, the
risk that the Arrangement may not be completed on the terms described or at all; failure to obtain required shareholder, court, stock
exchange, regulatory, third-party or governmental approvals; the risk that anticipated cross-selling, pilots or deployments of QeM technologies
across Plurilock's customer base may not occur or may take longer than expected; uncertainty regarding the timing and extent of market
demand for quantum-safe cybersecurity; QeM's limited history of commercial revenue; changes in government budgets, procurement priorities
or contracting rules; the risk that Plurilock's contract vehicles, certifications or security clearances may be lost or affected by the
change of control; competition from other cybersecurity and quantum-security providers; the risk that the combined company may be unable
to develop the integrated solutions described in this news release;; customer, supplier or employee retention risks; the possibility
that expected synergies or commercialization opportunities may not materialize; risks associated with technology development and validation;
cybersecurity, regulatory and litigation risks; and other risks described in Plurilock’s and QeM’s public disclosure documents
available on SEDAR+ at www.sedarplus.ca and, in the case of QeM, on EDGAR at www.sec.gov.
There can be no
assurance that the transaction will be completed, that any NIST, FIPS or other validation process will be successful or completed within
any expected timeframe, or that any anticipated strategic, commercial or technological benefits will be realized. Readers are cautioned
not to place undue reliance on forward-looking statements. Plurilock and QeM undertake no obligation to update any forward-looking statements
except as required by applicable law.
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Neither the
TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.
Investor and Media Contacts
Quantum eMotion Corp.
Francis Bellido
514.956.2525
francis.bellido@quantumemotion.com
www.quantumemotion.com
Plurilock Security Inc.
Ian. L. Paterson
416.800.1566
ian@plurilock.com
Ali Hakimzadeh
604.306.5720
ali@sequoiapartners.ca
For more information, visit https://www.plurilock.com
Shareholder Questions and Voting
Assistance
Plurilock shareholders who have questions
about the Arrangement can contact Plurilock’s strategic advisor:
David Salmon
President
Laurel Hill Advisory Group
Direct: 604-620-2224
Mobile: 604-649-3488
Email: dsalmon@laurelhill.com
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