Key Highlights

● QeM agreed to acquire Plurilock Security in a court-approved plan of arrangement valuing its equity at about C$33.8 million.

● Each Plurilock share receives C$0.28 in value, about 30 percent cash and 70 percent QeM common shares.

● Existing QeM shareholders are expected to own about 95.97 percent of the combined company after closing.

● QeM will provide Plurilock a bridge loan of up to C$2 million at 8.5 percent interest.

Quantum eMotion Corp. (NYSE American:QNC), known as QeM, furnished a Form 6-K on September 29, 2026 attaching a press release announcing an agreement to acquire Plurilock Security Inc. The deal values Plurilock's equity at about C$33.8 million, at C$0.28 per Plurilock share. The transaction will be carried out through a court-approved plan of arrangement under the Business Corporations Act of British Columbia.

The Consideration

Each Plurilock share will receive C$0.28 in value, made up of about 30 percent cash and 70 percent QeM common shares. The cash component is C$0.084 per share, and the share component is 0.0763 of a QeM common share for each Plurilock share. The release says the price represents a premium of approximately 100 percent to Plurilock's 20-trading-day volume-weighted average price as of September 25, 2026.

After closing, existing QeM shareholders are expected to own approximately 95.97 percent of the combined company and former Plurilock shareholders approximately 4.03 percent.

Plurilock's options will be cancelled in exchange for QeM shares and cash equal to the amount by which C$0.28 exceeds the exercise price. Restricted share units vest immediately and are settled for the consideration, and holders of warrants and convertible debentures will be entitled to receive the consideration upon exercise or conversion.

Approvals and Deal Protections

The arrangement requires approval by Plurilock shareholders, by a 66 and two-thirds percent supermajority plus a simple majority excluding certain shareholders. It also needs approval from the Supreme Court of British Columbia, the TSX Venture Exchange and NYSE American.

Both companies' boards approved the transaction unanimously, with conflicted directors abstaining. Plurilock's special committee received a fairness opinion from Paradigm Capital Inc. that the consideration is fair from a financial point of view. Directors, senior officers and certain securityholders of Plurilock holding approximately 6.8 percent of its outstanding shares have signed voting and support agreements.

The arrangement agreement includes customary non-solicitation covenants on Plurilock, matching rights for QeM if a superior proposal emerges, and a reciprocal termination fee of up to C$500,000 payable in certain circumstances.

QeM will provide Plurilock with a bridge loan of up to C$2 million. The loan carries interest at 8.5 percent per annum and is secured by all of Plurilock's personal property in Canada. It matures on the earlier of September 27, 2028, the closing of the arrangement, or termination of the agreement in connection with a superior proposal.

Rationale and Leadership

Francis Bellido, QeM's President and Chief Executive Officer, is quoted as saying the acquisition is about accelerating the next stage of QeM's development and that the company believes it can build a differentiated cybersecurity platform at the intersection of artificial intelligence and quantum security. Ian L. Paterson, Plurilock's Chief Executive Officer, is quoted as saying the combination creates an opportunity to expand what the companies deliver to government, defence and enterprise customers.

Bellido will continue as President and CEO of the combined company. Paterson will become Executive Vice-President, Cybersecurity and Critical Services, and Veera Singh, Plurilock's Chief Financial Officer, will become Senior Vice-President, Finance and Operations.

The release describes QeM (QNC) as developing quantum-secure cybersecurity technologies, and Plurilock (PLUR) as providing cybersecurity solutions and critical IT services.

Blink Capital Corp. is financial adviser to Plurilock, and Paradigm Capital Inc. advised its special committee. McMillan LLP and Thompson Hine LLP are legal counsel to Plurilock, and Lavery, de Billy, L.L.P., Lawson Lundell LLP and Duane Morris LLP are counsel to QeM.

Plurilock Vote and Approvals Still Ahead

A special meeting of Plurilock shareholders is expected in November 2026, and the release says closing is anticipated shortly after. The transaction remains subject to the shareholder vote, court approval and the exchange approvals described above.