Share Dilution

Plurilock announces the acquisition of Integra Networks Corporation


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  • Integra is a leading provider of enterprise technology solutions, with an extensive network of Canadian government customers
  • Purchase price of C$1.2 million funded by a combination of Plurilock shares, cash and milestone-related earn-outs
  • The acquisition aims to provide Plurilock with a compelling new opportunity to create shareholder value through accretive and disciplined capital allocation to expand its distribution channels, while adding new high-profile customers to its business. .

Vancouver, British Columbia–(Newsfile Corp. – March 7, 2022) – Plurilock Security Inc. (TSXV: PLUR) (OTCQB: PLCKF) and its associated subsidiaries (“Plurilock” or the “Company”), a cybersecurity company identity-focused workforce solutions provider, is pleased to announce that the Company has acquired all of the issued and outstanding shares of Integra Networks Corporation (“Integra”), a leading Canadian workforce solutions provider IT and cybersecurity for businesses (the “Transaction”).

Since 1985, Integra has been a provider of business computing solutions for the public and private sectors in Canada. Integra is primarily focused on the federal government, serving over 50 organizations over the past three years, with several high-profile clients including Shared Services Canada, the Department of National Defense and the Royal Canadian Mounted Police.

By leveraging Plurilock’s zero-trust identity technology and strong sales distribution channels, this acquisition is expected to enable Integra to better serve its customers with cutting-edge cybersecurity solutions and expand its footprint in public sectors. and private. In addition, this Transaction allows PlurilockMT to expand its geographic footprint, facilitate access and opportunities for continued growth in service to the Canadian government, and expand its operations in Eastern Canada.

“We are delighted to welcome the Integra team to the Plurilock family,” said Ian L. Paterson, CEO of Plurilock. “Basically, Integra ticked a number of the boxes that we were looking for in an accretive acquisition. With a strong presence in the Canadian Federal Government with Tier 1 Government Agency customers, a strong balance sheet, proven sales of $5 million Canadian dollars, a gross margin of 19% over the last 12 months, and profitable operations1 resulting from 35 years of experience, we look forward to integrating the team and exploring new synergistic opportunities to scale our combined operations.”

“The closing of this transaction represents our second as a public company and is another important step in our mission to acquire accretive cybersecurity and IT assets with excellent customers, capabilities and distribution channels where we can sell our high-margin solutions to achieve economies of scale,” continued Paterson.

“We are delighted to be part of the Plurilock family of companies,” said Nagwa Koressa, President of Integra. “Plurilock’s approach to customer success fits perfectly with Integra’s service-oriented model. This acquisition brings a tremendous number of benefits to our loyal team and our customers, including the opportunity to be part of an award-winning global cybersecurity company. which develops cutting-edge zero-trust identity technology.”

Plurilock plans to continue to evaluate other accretive and profitable acquisition targets that will expand its distribution channels, while adding new high-profile customers and competitive technology assets to its business. The Company currently has an active M&A pipeline. Among others, the acquisition strategy includes the announcement on October 21, 2021 of the definitive asset purchase agreement of CloudCodes Software Private Limited, a leading India-based cloud security provider. The closing of the CloudCodes transaction is currently pending Indian regulatory approval.

Given Plurilock’s active M&A program, the company plans to use a combination of debt, earn-outs and rewards-based compensation in addition to cash and common stock to complete new acquisitions to minimize shareholder dilution.

Canada’s federal government spending on cybersecurity

As outlined in Canada’s 2021 federal budget, the Canadian government has proposed to allocate C$330.6 million and C$456.3 million over five years to defend taxpayer information against digital breaches and to improve and protect its cyber networks, respectively.2

Canada’s National Cyber ​​Security Action Plan, funded through Budget 2018, allocated C$507.7 million from 2019 to 2024 with an ongoing commitment of C$108.8 million moving forward , demonstrates that the Canadian government intends to make significant investments in cybersecurity and information technology to support the initiatives outlined in the plan.3

With the growing cyber threat and shift to zero trust security, Plurilock intends to support this demand for cyber security technology at the federal level, in addition to serving businesses in other key industry verticals.

transaction details

On March 4, 2022, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Integra and Integra’s sole shareholder (the “Seller”). Pursuant to the terms of the Share Purchase Agreement, the aggregate consideration payable by the Company to the Vendor is CA$1,200,000, payable as follows: (i) CA$600,000 in cash payable at closing, subject to a working capital adjustment; and (ii) 476,190 common shares of Plurilock, issuable upon closing (the “Consideration Shares”) at C$0.42 per Consideration Share, for an aggregate value of C$200,000 in Consideration Shares. C$75,000 in cash and 178,571 shares in consideration have been placed in escrow for 12 months to satisfy any indemnification obligation to the Company. In addition, the share purchase agreement includes earn-out clauses based on future performance, whereby up to CA$400,000 in common stock of Plurilock (the “Tip Shares”) may be issued to the salesman. The Top-up Shares will be issued at a price deemed equal to the closing price of the common shares of Plurilock on the TSXV on the date preceding the announcement of the issuance of the Top-up Shares. The Consideration Shares are subject to certain contractual trading restrictions for a period of 36 months from the date of issue.

About Integra

Integra is a cybersecurity and IT solutions leader, supporting the implementation of technology solutions for Canada’s federal, provincial and local governments, as well as educational institutions, global healthcare organizations and world-class companies.

For more information, visit https://integranetworks.com/partners.

About Plurilock

Plurilock provides identity-centric cybersecurity for today’s employees. The Plurilock family of companies enables organizations to operate securely while reducing cybersecurity friction. Plurilock offers world-class IT and cybersecurity solutions through its Solutions division, combined with proprietary, AI-based, cloud-enabled security through its Technology division. Together, the Plurilock family of companies delivers persistent identity assurance with unparalleled ease of use.

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

Ian L. Paterson
Chief Executive Officer
[email protected]
416.800.1566

Roland Sartorius
Financial director
[email protected]

Prit Singh
Investor Relations
[email protected]
905.510.7636

Forward-looking statements

This press release may contain certain forward-looking statements and information (collectively, “forward-looking statements”) relating to future events or Plurilock’s future activities, operations, performance and financial conditions. Forward-looking statements normally contain words such as “will”, “intend”, “anticipate”, “could”, “should”, “may”, “could”, “expect”, “estimate “, “plans”, “plan”, “potential”, “project”, “assume”, “intend”, “believe”, “should”, “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 to be relevant, reasonable and appropriate in the circumstances.Although management believes that the forward-looking statements contained in the statements are reasonable, actual results could differ materially due to risks and uncertainties associated with and inherent in Plurilock’s business Other important risks and uncertainties applicable to the forward-looking statements herein include, without limitation, the completion of the Transaction, the receipt of all necessary approvals and consents related to the Acquisition, the intention of the Canadian government to spend the amounts indicated in the 2021 Federal Budget towards cybersecurity, the impact of general economic conditions; the company’s success in securing new or extended contracts or orders; the Company’s ability to retain existing customers or develop new customers; the Company’s ability to successfully integrate acquisitions of other businesses and/or companies or realize the expected benefits thereof; and unforeseen events, developments or factors causing any of the foregoing expectations, assumptions and other factors that ultimately prove to be inaccurate or irrelevant. This list is not exhaustive of factors that could affect the Company’s forward-looking statements. Many of these factors are beyond Plurilock’s control. 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 of the date hereof, and Plurilock undertakes no obligation to publicly update or revise any of the forward-looking statements included, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The risks and uncertainties relating to the business of the Company are further described under the heading “Risk Factors” in its most recent Annual Information Form. They are also disclosed in its filings with securities regulators available on SEDAR at www.sedar.com.

Neither the 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.

  1. Unaudited figures
  2. https://www.budget.gc.ca/2021/pdf/budget-2021-en.pdf
  3. https://www.publicsafety.gc.ca/cnt/rsrcs/pblctns/ntnl-cbr-scrt-strtg-2019/ntnl-cbr-scrt-strtg-2019-en.pdf

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/115770