Plurilock Security Inc. — Regulatory Filings 2021

Apr 2, 2021

Form 51–102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Plurilock Security Inc. (“ Plurilock ” or the “ Company ”) #330 - 703 Fort Street Victoria, BC V8W 1H2

Item 2. Date of Material Change

March 26, 2021 and March 31, 2021.

Item 3. News Release

The Company disseminated news releases dated March 29, 2021 and April 1, 2021, through Newsfile and copies were subsequently filed on SEDAR.

Item 4. Summary of Material Change

The Company announced that it had entered into a definitive share purchase agreement to acquire all of the issued and outstanding securities of Aurora Systems Consulting, Inc. (“Aurora”). The Company further announced that it had completed the acquisition of Aurora.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On March 29, 2021, the Company announced that it had entered into a definitive share purchase agreement dated March 26, 2021 (the “Definitive Agreement”) to acquire all of the issued and outstanding securities of Aurora, a provider of advanced cybersecurity technology and services based in California (the “Acquisition”).

Since 2001, Aurora has provided cybersecurity products and offered professional services to U.S. clients across three main segments: (1) federal government institutions; (2) state, local, education government agencies; and (3) commercial firms. Aurora’s main clients comprise large and reputable organizations such as the U.S. Department of Defense, U.S. Department of the Air Force, U.S. Department of the Navy, U.S. National Aeronautics and Space Administration, U.S. Department of the Treasury and U.S. Department of the Army.

Terms of the Definitive Agreement

The Company entered into the Definitive Agreement with Plurilock Security Corp., the Company's wholly- owned U.S. subsidiary, Aurora and the shareholder of Aurora (the “Seller”), whereby Plurilock Security Corp. acquired all of the outstanding securities of Aurora on March 31, 2021. Pursuant to the terms of the Definitive Agreement, the Company has paid to the Seller US$896,714 in cash, subject to a working capital adjustment, and issued to the Seller 698,888 common shares of Plurilock (the “Closing Consideration Shares”) at a deemed price of $0.54 per share. The Seller is entitled to a performance-based

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earnout of US$300,000 in common shares of Plurilock (the “Earnout Shares”). The Earnout Shares will be issued at a deemed price equal to the closing trading price of the common shares of Plurilock on the TSXV on the date prior to announcement of the issuance of the Earnout Shares, subject to a minimum share price of $0.30. The Closing Consideration Shares are subject to certain contractual restrictions on trading for a period of 18 months from the date of issuance.

US$90,000 of the consideration was placed in escrow for 12 months to satisfy any indemnification obligations to the Company, as well as any purchase price adjustments pursuant to the terms of the definitive agreement.

Plurilock also paid a transaction fee to an arm's length third party consultant in $25,000 in cash and issued 46,296 common shares of the Company at a deemed price of C$0.54 per share. These shares are subject to statutory hold period expiring on the date that is four months and a day from the date of issuance.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Roland Sartorius, Chief Financial Officer & Corporate Secretary Telephone: 604-889-8476

Item 9. Date of Report

April 1, 2021.