Plurilock's Aurora Systems Announces Signing of an Asset Purchase Agreement with Atrion Communications, Inc.

  • Atrion Communications, Inc. is a leading provider of consulting, professional services and technology solutions
  • Purchase price of US$3.7 million to be funded via a combination of cash, Plurilock common shares and performance-driven earnout payments
  • The acquisition is intended to provide Plurilock with another compelling opportunity to build shareholder value and establish an operational hub on the East Coast of the U.S., while adding new top-tier customers and staff to its business

Vancouver, British Columbia--(Newsfile Corp. - August 9, 2022) - 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 entered into an asset purchase agreement (the "Purchase Agreement") to acquire certain assets of Atrion Communications, Inc. ("Atrion"), a veteran-owned leading American provider of consulting, IT and cybersecurity solutions (the "Transaction").

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 Included amongst a healthy pipeline of major customers are a Fortune 500 North American provider of food services and facility management, a leading multinational pharmaceutical company and several renowned American hospitals and medical centers.

Atrion's talented team have been helping customers use technology most effectively for decades - the company is a full life-cycle network infrastructure and security solutions provider, offering procurement services, professional services and solutions integrations, managed services, and cybersecurity consulting. Atrion staff excels at assessing, designing, securing, and managing technical environments to maximize IT investment and minimize risk. The management team at Atrion will remain in place and will actively participate in an integration plan with Plurilock's executive management following closing.

By leveraging Plurilock's zero trust identity technology and strong sales distribution channels, this acquisition is expected to equip Atrion to further serve customers with leading-edge cybersecurity solutions and expand its footprint in the public and private sectors. In addition, this Transaction enables PlurilockTM to expand its geographic footprint, facilitate access and ongoing growth opportunities and expand its East Coast-American operations.

"The Transaction represents our third acquisition as a public company and serves as another milestone in our mission to acquire accretive cybersecurity and IT assets with great customers, capabilities, and distribution channels where we can cross sell our high-margin solutions to deliver economies of scale," said Ian L. Paterson, CEO of Plurilock.

"Atrion is very excited to join the Plurilock and Aurora family as it offers us the opportunity to continue working with our longtime customers and the valuable relationships we've cultivated over 37+ years in business. In addition, it gives Atrion access to sell the Plurilock technology, which addresses some of the biggest IT challenges today," said Dominic Grillo, President of Atrion Communications, Inc.

Plurilock plans to continue to be very active in terms of evaluating other acquisition targets that will extend its distribution channels, while adding new top-tier customers and competitive technology assets to its business. The Company continues to have an active M&A pipeline.

Transaction Details

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

Pursuant to the terms of the Purchase Agreement, the total consideration payable by the Company to Atrion is US$3,700,000, payable as follows: (i) US$2,000,000 in cash payable on closing, subject to working capital adjustment; (ii) US$500,000 in cash payable on the date that is 90 days following closing; and (iii) 1,285,700 common shares of Plurilock, issuable at closing and 1,285,700 common shares of Plurilock, issuable one year following the closing (collectively, the "Purchaser Shares") at CA$0.30. The Purchaser Shares shall be subject to a statutory hold period commencing on closing and shall expire on the date that is four months following closing. US$300,000 in Purchaser Shares shall be held in escrow for 18 months 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 earnout payments following the Transaction closing date.

About Atrion

Atrion is a veteran-owned, full life-cycle network infrastructure and security solutions provider, supporting end-to-end implementation of technology solutions for a wide variety of organizations in order to manage technical environments to maximize IT investment and minimize risk.

For more information, visit https://www.atrioncomm.com/what-we-do/

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

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, the success of the Company in obtaining new or extended contracts or orders; the Company's ability to maintain existing customers or develop new customers; the Company's ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof; and unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. 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.sedar.com.

Non-GAAP Measures

This news release contains reference to certain financial performance measures that are not recognized or defined under IFRS (termed "Non-GAAP Measures"). As a result, this data may not be comparable to data presented by other cybersecurity companies. Non-GAAP Measures in this news release include, but are not limited to, "EBITDA". Non-GAAP Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company's operating results, underlying performance and prospects in a manner similar to Aurora's management. Accordingly, these non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Neither 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. Atrion prepared unaudited financial statements

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/133213

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