Scope to acquire Cloud Codes for cash, shares

Executive Summary

• Scope Technologies Corp. has entered into an asset purchase agreement to acquire Plurilock Security Pvt. Ltd. (trading as Cloud Codes), a subsidiary of Plurilock Security Inc., to expand its quantum-secure authentication and storage ecosystem.
• The acquisition includes Cloud Codes' proprietary distributed storage middleware and authentication solutions, which currently serve 270 business clients and 88,000 end-users globally.
• The total consideration for the transaction is valued at $1,780,000, comprising $100,000 in cash and 4.2 million common shares issued to Plurilock.

Key Details

• Transaction Structure: Asset purchase agreement for the acquisition of Plurilock Security Pvt. Ltd. (Cloud Codes) and its assets from Plurilock Security Inc.
• Total Consideration: $1,780,000.
• Payment Terms:
  • $100,000 in cash paid to Plurilock.
  • Issuance of 4.2 million common shares of Scope Technologies to Plurilock.
  • Deemed price per share: $0.40.
• Share Restrictions: The consideration shares are subject to a four-month resale restriction from the date of issue.
• Target Financials (Unaudited):
  • 2024 Annual Revenue: $723,487.
  • 2025 Annual Revenue: $673,012.
  • 2025 Net Income: $228,131.
• Target Operations:
  • Cloud Codes supports 270 business clients and 88,000 end-users.
  • Global user base distribution: 80% India, 13% Europe, 7% United States.
  • Founded in 2011; specializes in secure single sign-on (SSO) and distributed storage solutions.
• Strategic Integration:
  • Cloud Codes will be rebranded under the QSE Group ecosystem.
  • The acquisition aims to integrate Cloud Codes' middleware into Scope's decentralized cloud backbone.
  • Goal is to create the world's first commercially deployed quantum-resistant single sign-on platform.
  • Future product releases will bundle quantum-secure SSO with storage offerings, targeting regulated enterprises, banking, and healthcare.
• Closing Conditions: Subject to approval from the TSX Venture Exchange (for Plurilock) and the Canadian Securities Exchange (for Scope Technologies), along with other customary conditions.
• Insider Status: No directors, officers, or insiders of Plurilock are insiders of Scope Technologies or own securities in Scope.

Notable Quotes

• "By bringing the Cloud Codes authentication into the Scope Technologies family and adding QSE -- our quantum-resilient protection layer -- we're delivering on our mission to provide a global future secured solution with seamless, scalable, quantum-secure authentication," said Ted Carefoot, chief executive officer of Scope Technologies. "With full ownership of our infrastructure, we can innovate faster and deliver enterprise-grade protections that future-proof authentication against quantum threats. Trust first."