• Atrion Communications, Inc. is a leading U.S. provider of consulting, IT and cybersecurity solutions that recently generated roughly US$14.0 million in annual revenue and EBITDA of over US$0.5 million
• Purchase price is primarily financed by Aurora’s increased line of credit, Plurilock common shares and performance-driven earnout payments 
• This transaction marks Plurilock’s fourth acquisition, enabling Plurilock to increase its annualized revenue run-rate to approximately CAD$50 million and grow its client base and team to more than 600 acquired customer relationships, and over 80 staff across North America and India, respectively

VANCOUVER, BRITISH COLUMBIA—Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) and related subsidiaries (“Plurilock” or the “Company”), an identity-centric cybersecurity solutions provider for workforces, is pleased to announce that the Company, through its subsidiary, Aurora Systems Consulting, Inc. (“Aurora”) has completed the August 9, 2022 announced acquisition of certain assets and business of Atrion Communications, Inc. (“Atrion”), a veteran-owned leading U.S.-based provider of consulting, professional services and technology solutions (the “Acquisition”).

The Acquisition provides the Company with additional network infrastructure and security solutions such as procurement services, professional services and solutions integrations, managed services, and cybersecurity consulting. Atrion’s customers includes a Fortune 500 North American food services and facility management provider, a leading multinational pharmaceutical company and multiple renowned U.S. hospitals and medical centers. For its fiscal year ended March 31, 2022, Atrion generated approximately US$14.0 million in revenue with a gross profit of US$3.3 million and EBITDA of US$533,300.1

Given Plurilock’s zero trust identity product suite and extensive distribution channels, the Acquisition will enable Aurora to leverage additional technology resources and expertise to optimize and grow its operations. Furthermore, the Company will gain access to new customers while expanding its footprint on the East Coast of the United States. In addition, this Acquisition represents Plurilock’s fourth acquisition, to date, enabling the Company to increase its annualized revenue run-rate to approximately CAD$50 million, grow its client network to over 600 acquired customer relationships and add new talent to its team, resulting in more than 80 staff working at the Plurilock family of companies across North America and India.2

“We are delighted to have completed our fourth acquisition to date and welcome the talented Atrion team to the Company with the goal of growing our overall business together,” said Ian L. Paterson, CEO of Plurilock. “Atrion provides us with access to more top-tier customers, resulting in new cross-selling opportunities for our high-margin proprietary solutions. Furthermore, this transaction was completed with the use of proceeds from our extended credit facility which allows us to allocate our existing financial resources to finance other strategic initiatives.”

“This transaction represents a new milestone for us and we are excited to join Plurilock,” said Dominic Grillo, President of Atrion “By joining our teams and products, we will be able to implement a comprehensive approach to expanding the delivery of our products and services as well as add Plurilock’s state-of-the-art cybersecurity solutions to our existing product suite, resulting in a larger selection of technology offerings for our combined customers.”

With an active M&A program, the Company plans to continue evaluating various acquisition targets that will enable Plurilock to unlock revenue and cost synergies and add advanced technology assets to its business.

Extension of Line of Credit

The Company is also pleased to announce that Aurora has increased its March 8, 2022 announced line of credit (“LOC”) from Pathward National Association, fka Crestmark, a division of MetaBank National Association from up to US$2 million to US$4 million. 

The proceeds of the increased LOC will be used by Aurora to finance the Acquisition and for working capital purposes. 

Terms of the Acquisition

On August 8, 2022, the Company and Aurora entered into the Asset Purchase Agreement with Atrion and a certain vendor of Atrion (the “Purchase Agreement”).

Upon closing, the Company paid Atrion US$1,924,779 and issued 1,285,700 common shares of Plurilock (“Plurilock Shares”) at $0.30 per share.  Pursuant to the terms of the Purchase Agreement, the Company will pay Atrion US$500,000 in cash payable on the date that is 90 days following closing and issue to Atrion 1,285,700 Plurilock Shares at $0.30 per share on the date that is one year following the closing. The Plurilock Shares issued or issuable under the terms of the Purchase Agreement are subject to a statutory hold period commencing on the date of issuance and shall expire on the date that is four months following the date of issuance. US$410,000 will be held in escrow for 18 months, subject to early release in certain circumstances, to stand as security for any claims of the Company with respect to the representations and warranties of Atrion contained in the Purchase Agreement. Furthermore, the Purchase Agreement includes future based performance-based earnout payments (“Earnouts”), whereby up to US$600,000 in cash may be paid to Atrion. The Earnouts are divided into three equal annual payments following the closing. 

About Plurilock

Plurilock provides identity-centric cybersecurity for today’s workforces. The Plurilock family of companies enables organizations to operate safely and securely while reducing cybersecurity friction. Plurilock offers world-class IT and cybersecurity solutions through its Solutions Division, paired with proprietary, AI-driven and cloud-friendly security through its Technology Division. Together, the Plurilock family of companies delivers persistent identity assurance with unmatched ease of use.

For more information, visit https://www.plurilock.com or contact:

Ian L. Paterson
Chief Executive Officer
ian@plurilock.com

416.800.1566

Roland Sartorius
Chief Financial Officer
roland.sartorius@plurilock.com

Prit Singh
Investor Relations
prit.singh@plurilock.com
905.510.7636