Exhibit 99.1 

QUANTUM EMOTION CORP.

AND

PLURILOCK SECURITY INC.

ARRANGEMENT AGREEMENT

September 28, 2026

TABLE OF CONTENTS

SCHEDULES AND EXHIBIT

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of September 28, 2026,

AMONG:

Quantum eMotion Corp., a corporation existing under the federal laws of Canada

(“Parent”)

- and -

Plurilock Security Inc., a corporation existing under the laws of the Province of British Columbia, Canada

(the “Company”)

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

Article 1
INTERPRETATION

Section 1.1      Defined Terms

As used in this Agreement, the following terms have the following meanings:

“Accounts Receivable” has the meaning ascribed thereto in Section 43 of Schedule C.

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser or the Parent (or an affiliate of the Purchaser or the Parent or any Person acting jointly or in concert with the Purchaser or the Parent) relating to: (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement, license or other arrangement having the same economic effect as a sale or disposition), direct or indirect, in a single transaction or a series of related transactions, of or involving assets representing 20% or more of the consolidated assets, taken as a whole, or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole, or 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance of securities, sale of securities or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding-up or other similar transaction involving the Company or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“Affected Securityholders” means, collectively, the Shareholders and the holders of Company Convertible Securities.

“affiliate” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions.

“Agreement” means this arrangement agreement, including all schedules and exhibits hereto, as it may be amended or supplemented or otherwise modified from time to time in accordance with the terms hereof.

“AI Technology” means machine learning, deep learning, and other artificial intelligence technologies including AI technologies that generate novel content based on data they were trained on and user-supplied prompts, in each case, which is owned or used by the Company or its Subsidiaries in its Business.

“Arrangement” means an arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting by Shareholders, substantially in the form set out in Schedule B.

“associate” has the meaning ascribed thereto in the Securities Act (British Columbia).

“Authorization” means with respect to any Person, any order, permit, certificate, approval, consent, waiver, licence, registration, qualification, certification, clearances or similar authorization and any applications, filings, notices or submissions relating to any of the foregoing that are issued, granted, given, required or otherwise made available by, from or under the authority of any Governmental Entity having jurisdiction over the Person or any of its businesses, assets, properties, operations, employees, goods or services, or that are required under any Government Contract, including in connection with the ownership, lease, operation or use of assets, the conduct of business, and the eligibility for, bidding on, award of, performance of, or access to government, defence or national security-related work.

“BCBCA” means the Business Corporations Act (British Columbia).

“Board” means the board of directors of the Company as constituted from time to time.

“Board Recommendation” has the meaning ascribed thereto in Section 2.4(2).

“Breaching Party” has the meaning ascribed thereto in Section 4.12(3).

“Bridge Financing” has the meaning set forth in Section 4.17.

“Business” means the business of the Company and its Subsidiaries, including the sale of cybersecurity solutions and services.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Montreal, Québec or Vancouver, British Columbia.

“Business Intellectual Property” means, collectively, the Company Intellectual Property and the Licensed Intellectual Property.

“Cash Consideration” means C$0.084 per Share or Company RSU, as such amount may be adjusted in accordance with Section 2.9.

“CASL” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (S.C. 2010, c. 23).

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity.

“CFIUS Approval” means (i) written notice issued by CFIUS that it has determined that the transactions contemplated by this Agreement do not constitute a "covered transaction" under Section 721 of the United States Defense Production Act of 1950, as amended, and the regulations thereunder (the "DPA"), or that CFIUS has concluded all action under the DPA with respect to the transactions contemplated by this Agreement; or (ii) CFIUS having sent a report to the President of the United States requesting the President’s decision and either (A) the President having announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement, or (B) the time permitted by Law for the President to take action having lapsed without any such action having been taken.

“Change in Recommendation” has the meaning ascribed thereto in Section 7.2(1)(d)(ii).

“Closing” has the meaning ascribed thereto in Section 2.7(1).

“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Collective Agreement” means any collective bargaining agreement or union agreement applicable to the Company or any of its Subsidiaries and all related letters, memoranda of understanding or other written communication with bargaining agents for any Company Employees applicable to the Company or any of its Subsidiaries which impose obligations upon the Company or any of its Subsidiaries.

“Company” has the meaning ascribed thereto in the preamble hereto.

“Company Capital Lease Obligations” means all obligations under capital leases of the Company and its Subsidiaries, determined on a consolidated basis in accordance with IFRS and the accounting policies, practices and methodologies applied in the preparation of the Company’s most recent audited annual financial statements.

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company Contractors” means all independent contractors, consultants and other individuals who provide services to the Company or any of its Subsidiaries pursuant to a consulting, services, or similar agreement, but who are not Company Employees, and includes any entity through which such individuals provide services (including, for greater certainty, Optima and Sequoia and any other personal services entity).

“Company Convertible Securities” means Company Options, Company Warrants, Company RSUs, Company Debentures and any other security of the Company convertible into Shares.

“Company Data” means all Personal Information Processed by the Company or its Subsidiaries and any proprietary and/or confidential data collected, received, used, stored, recorded, altered, ingested, compiled, transferred, accessed, disclosed, shared or destroyed in connection with the operation of the Company or its Subsidiaries’ Business, howsoever obtained or collected by the Company or its Subsidiaries.

“Company Debentures” means the outstanding convertible debentures of the Company, which are convertible into Shares in accordance with their terms.

“Company Debt” means, without duplication, (i) all obligations of the Company and its Subsidiaries for borrowed money, including obligations evidenced by notes, bonds, debentures or other similar debt instruments, (ii) all reimbursement obligations of the Company and its Subsidiaries under letters of credit, to the extent such letters of credit have been drawn, (iii) obligations of the Company and its Subsidiaries in respect of interest rate, currency or other swaps, hedges or similar derivative arrangements, (iv) all obligations of the Company and its Subsidiaries for guarantees of another Person in respect of any items set forth in clauses (i) through (iii), and (v) all outstanding prepayment premium obligations of the Company and its Subsidiaries, if any, and accrued interest, fees and expenses payable upon the consummation of the transactions contemplated in this Agreement, as determined in accordance with IFRS.

“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with this Agreement.

“Company Employees” means the officers, managers, employees, in each case, whether active or inactive, unionized or non-unionized of the Company and its Subsidiaries.

“Company Filings” means all documents publicly filed by or on behalf of the Company on SEDAR+ since January 1, 2024.

“Company Intellectual Property” means all Intellectual Property owned or purported to be owned, in whole or in part, by the Company or a Subsidiary.

“Company Leases” has the meaning ascribed thereto in Paragraph 21(a) of Schedule C.

“Company Meeting” means the special meeting of Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“Company Options” means the outstanding options to purchase Shares issued pursuant to the Omnibus Plan.

“Company Real Property” has the meaning ascribed thereto in Paragraph 21(a) of Schedule C.

“Company Registered Intellectual Property” has the meaning ascribed thereto in Paragraph 22(a) of Schedule C.

“Company RSUs” means outstanding restricted share units of the Company issued pursuant to the Omnibus Plan.

“Company Transaction Expenses” means, collectively, (i) all costs and expenses of the Company whether incurred, accrued or billed in connection with the Arrangement including, without limitation, fees and expenses of financial advisors, any amount paid to current or purported finders, advisors or dealers, legal advisors, auditors, or other professionals or consultants, and printing, mailing and other costs and expenses relating to the Company Meeting; and (ii) any change of control payments or benefits, bonuses, retention obligations and any other amounts payable or provided, for which the Company or its Subsidiaries become liable in connection with the transactions contemplated by the Arrangement and which are not paid prior to the Effective Date.

“Company Warrants” means the outstanding warrants to purchase Shares.

“Confidentiality Agreement” means the confidentiality agreement between the Company and the Parent dated May 7, 2026.

“Consideration” means the consideration to be paid and received pursuant to the Plan of Arrangement in respect of each Share and Company RSU, being for each Share or Company RSU, (i) the Share Consideration; and (ii) the Cash Consideration.

“Consideration Shares” means the Parent Shares issuable pursuant to the Plan of Arrangement.

“Constating Documents” means articles of incorporation, amalgamation, or continuation, articles, partnership agreements, unanimous shareholder agreements, by-laws or other constating documents and all amendments thereto.

“Contract” means any agreement, commitment, engagement, contract, franchise, licence, lease, sublease, obligation or undertaking (written or oral) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of the Company or any of its Subsidiaries’ properties or assets is subject.

“Court” means the Supreme Court of British Columbia.

“Customer Data” means all confidential information and data supplied or made available to the Company or its Subsidiaries by a customer or prospective customer of or about any Person, or on such customer’s or prospective customer’s behalf, and all information created or derived from or making use of such information or data. Customer Data includes all Personal Information pertaining to individual consumers or employees of a customer or prospective customer.

“Data Room” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on September 27, 2026, the index of documents of which is appended to the Company Disclosure Letter.

“Data Security and Privacy Requirements” means (i) all Laws relating to the privacy and security of Personal Information, or to the Processing of such information or data, (ii) all Contracts between the Company or any of its Subsidiaries and any Person that are applicable to the Processing of Personal Information; (iii) all written documented Company or Subsidiary policies and procedures relating to the Processing of Personal Information; (iv) the Payment Card Industry Data Security Standard issued by the PCI Security Standards Council (or any foreign equivalent), as they may be amended from time to time (the “PCI DSS”), and any other privacy- or data security- related industry standards to which the Company or any of its Subsidiaries are legally or contractually bound or have publicly represented with which they comply, and (v) CASL and Laws regulating the transmission of telephone calls, text messages, or emails.

“Debenture Indentures” means the trust indenture between the Company and Odyssey Trust dated October 16, 2025 governing the Company Debentures.

“Depositary” means Computershare Trust Company of Canada or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Company, acting reasonably.

“Dissent Rights” means the rights of dissent of registered Shareholders in respect of the Arrangement described in the Plan of Arrangement.

“Effective Date” has the meaning ascribed thereto in the Plan of Arrangement.

“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement.

“Eligible Holder” means a beneficial holder of Shares that is: (a) a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership all members of which that are residents of Canada are exempt from tax under Part I of the Tax Act).

“Employee Plans” means all health, welfare, supplemental unemployment benefit, change of control, bonus, commission, profit sharing, option, stock appreciation, savings, insurance, compensation, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, savings, retirement or supplemental retirement plans or other employee, former employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of directors or former directors of the Company or any of its Subsidiaries or Company Employees or former company employees (and their respective dependents and beneficiaries), which are maintained, sponsored, contributed to or funded by or binding upon the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has any actual, contingent, or potential liability.

“Employee Policies and Procedures” has the meaning ascribed thereto in Section 25(j) Schedule C.

“Environmental Laws” means all Laws and agreements with Governmental Entities and all other statutory requirements relating to public health and safety, noise control, pollution, reclamation or the protection of the environment or to the generation, production, installation, use, storage, treatment, transportation, Release or threatened Release of Hazardous Substances (including in sewer systems), including civil responsibility for acts or omissions with respect to the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“Fairness Opinion” means the opinion of the Financial Advisor to the effect that, as of the date of this Agreement, the Consideration to be received by the Shareholders is fair, from a financial point of view, to such holders.

“Final Order” means the final order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the agreement of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“Financial Advisor” means Paradigm Capital Inc.

“Government Bid” means any bid, proposal, quote or response to a solicitation that if accepted would lead to a Government Contract or a Purchase Order.

“Government Contract” means any prime contract, subcontract, facility contract, basic ordering agreement, blanket purchase agreement, pricing agreement, letter contract, cooperative agreement, government funding agreement, subaward or subrecipient agreement, teaming agreement or arrangement, joint venture agreement, other transaction agreement or other contractual arrangement of any kind (in each case, including all material amendments, material modifications, material change orders, material options, and extensions thereto), whether currently active, subject to an open audit period, or closed in (a) the last six (6) years with, respect to contracts with any U.S. federal Governmental Entity, or (b) since June 30, 2025, with respect to all other contracts, between the Company or any of its Subsidiaries, on the one hand, and (A) any Governmental Entity (acting on its own behalf or on behalf of another country or international organization), (B) any prime contractor or upper-tier subcontractor with respect to any contract with a Governmental Entity, or (C) any grant or funding agreement recipient from any Governmental Entity, on the other hand, and includes all government procurement vehicles through which the Company or any of its Subsidiaries is authorized to transact with any Governmental Entity, and any successor, replacement, or equivalent procurement vehicles.

“Governmental Entity” means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority, department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange.

“Hazardous Substances” means any element, waste or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is regulated, prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a waste, pollutant or a contaminant under or pursuant to any applicable Environmental Laws, or any substance which is deemed under Environmental Laws to be deleterious to natural resources or worker or public health and safety or having a significant adverse effect upon the environment or human life or health.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee in effect at the relevant time, applied on a consistent basis.

“Intellectual Property” means all: (i) trademarks, service marks, trade dresses, logos, designs and slogans whether in word, mark, stylized or design format, registered and unregistered, throughout the world, registrations and applications, for registration of, and renewals and extensions of, any of the foregoing, and any associated goodwill; (ii) patents and patent applications (respectively issued or filed throughout the world), as well as any re-examinations, extensions, and reissues thereof and any provisionals, divisionals, continuations, continuation-in-parts, reissues, re-examinations, extensions thereof and any other applications or patents that claim priority from such patents and applications; (iii) copyrights, mask work rights, design rights, all whether registered and unregistered, and registrations and applications for registration of, and all renewals and extensions of, any of the foregoing and all rights, claims and privileges pertaining thereto, including moral rights and the benefit of any waivers of moral rights, software and documentation therefor; (iv) inventions (whether or not patentable), formulas, processes, invention disclosures, technology, technical data, preclinical and clinical data and results or information; (v) all industrial designs, trade secrets, domain names, know-how, concepts and information; (vi) other intellectual and industrial property and other proprietary information, patterns, plans, designs, research data, other proprietary know-how, processes, drawings, technology, inventions, formulae, specifications, performance data, quality control information, blue prints, construction plans, flow sheets, equipment and parts lists, instructions, manuals, records and procedures and (vii) all proprietary rights provided in Law and at equity recognized under the Law of any jurisdiction in the world, whether under common law, by statute or otherwise, in, to and associated with any of the foregoing, including all rights to sue and collect damages for past, present and future infringement of and other violations of any of the foregoing.

“Interim Order” means the interim order of the Court under Section 291 of the BCBCA in a form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended, modified, supplemented or varied by the Court with the agreement of the Company and the Purchaser, each acting reasonably.

“International Trade Laws” means all Laws of Canada or any foreign Governmental Entity relating to import or export controls, payment of customs duties, tariffs, taxes and surtaxes, tariff classification, valuation and origin of imported goods, special measures and safeguards (including antidumping and countervailing measures), International Trade Permits, tariff rate quotas and related allocations and permits, declarations or certificates of origin and other similar documents issued pursuant to applicable free trade agreements, the examination, possession or transfer of controlled goods, the in-transit movement and cross-border transportation and storage of goods, the terms and conduct of international transactions and making or receiving international payments, including the Customs Act (Canada), the Customs Tariff (Canada), the Export and Import Permits Act (Canada), the Export Control List (Canada), the Import Control List (Canada), the Special Import Measures Act (Canada), the Defence Production Act (Canada), and the regulations thereunder, and any applicable Laws that (a) control, prohibit or regulate importation or exportation, (b) ensure payment of duties, taxes, tariffs, surtaxes or other charges upon importation or exportation, or (c) control or regulate the cross-border movement/transportation or in-transit movement of any goods.

“International Trade Permits” means any Authorization issued pursuant to any applicable International Trade Laws or Sanctions.

“IP Licenses” has the meaning ascribed thereto in Section 2222(a) of Schedule C.

“Key Regulatory Approvals” means, collectively, the CFIUS Approval and each other Regulatory Approval set forth in Section 1.1 of the Company Disclosure Letter under the heading “Key Regulatory Approvals”.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, Authorization, rule, regulation, by-law, order, injunction, judgment, decision, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law or are applied by a Governmental Entity as if having the force of law, policies, guidelines, instruments, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“Letter of Intent” means the letter of intent between the Company and the Parent dated August 12, 2026.

“Licensed Intellectual Property” means all Intellectual Property used, or held for use, in the Business that is not Company Intellectual Property.

“Lien” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, restriction or adverse right or claim or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Matching Period” has the meaning ascribed thereto in Section 5.4(1)(e).

“Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with such other changes, events, occurrences, effects, state of facts or circumstances, is or could reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise) or prospects of the Company and its Subsidiaries, on a consolidated basis, but excluding any change, event, occurrence, effect, state of facts or circumstance resulting from:

provided, however, that with respect to clauses (i) through to and including (v) above, such matter does not have, or could not reasonably be expected to have, a materially disproportionate effect on the Company and its Subsidiaries, on a consolidated basis, relative to other comparable companies and entities operating in the industries in which the Company and its Subsidiaries operate, and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means any Contract of the Company or its Subsidiaries, including Purchase Orders:

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

“Misconduct Claim” has the meaning ascribed thereto in Section 25(k) of Schedule C.

“Misrepresentation” has the meaning ascribed thereto under the Securities Act (British Columbia).

“MJDS” means the multijurisdictional disclosure system adopted by the SEC and the Securities Authorities, as reflected in National Instrument 71-101 – The Multijurisdictional Disclosure System and the corresponding rules and forms of the SEC.

“Money Laundering Laws” has the meaning ascribed thereto in Paragraph 3030 of Schedule C.

“NYSE American” means the NYSE American LLC.

“officer” has the meaning ascribed thereto in the Securities Act (British Columbia).

“Omnibus Plan” means the rolling 10% stock option plan and fixed 10% RSU plan of the Company adopted as of June 18, 2024.

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“Ordinary Course” means, with respect to an action taken by the Company or its Subsidiaries, that such action is consistent with the past practices of the Company and its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of the Company and its Subsidiaries and it not otherwise material and adverse to the Company and its Subsidiaries.

“Outside Date” means January 29, 2027, unless extended by mutual written agreement of the Parties.

“Parent” has the meaning ascribed thereto in the preamble hereto.

“Parent Disclosure Letter” means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Parent to the Company with this Agreement.

“Parent Shares” means common shares of the Parent.

“Parties” means the Company and the Parent, and “Party” means any one of them.

“Permitted Contest” means any action taken by the Company or any of its Subsidiaries in good faith by appropriate proceedings diligently pursued to contest any Taxes, claims or Liens, provided that (i) the Company has established adequate reserves therefor in accordance with IFRS, (ii) proceeding with such contest would not reasonably be expected to have a Material Adverse Effect, and (iii) proceeding with such contest would not create a material risk of loss of, or interference with the use or operation of, a material part of the assets of the Company and its Subsidiaries.

“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, each of the following Liens:

“Permitted Indebtedness” means, collectively:

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

“Personal Information” means any information which relates to a natural person and directly or indirectly allows that person to be identified or that otherwise constitutes personal information, personal data under Law applicable to the Company or its Subsidiaries.

“Plan of Arrangement” means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Proceedings” means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or known investigation commenced, brought, conducted or heard by or before any Governmental Entity.

“Process” or “Processing” means any operation or set of operations that is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

“Purchase Order” means any task order, delivery order, purchase order, work order or similar order issued pursuant to or under any prime contract, subcontract, basic ordering agreement, blanket purchase agreement, letter contract, cooperative agreement, transaction agreement, or other contractual arrangement under which the Company and its Subsidiaries are entitled to receive payments in excess of US$200,000.

“Purchaser” means a corporation currently existing or to be incorporated under the federal laws of Canada as a direct or indirect wholly-owned subsidiary of the Parent designated by the Parent to act as the Purchaser for all purposes of this Agreement and the Plan of Arrangement in accordance with Section 2.1(b), and, if the if Parent does not designate any such Subsidiary prior to the Effective Time, means the Parent itself.

“Registered Intellectual Property” means all Intellectual Property that is the subject of a registration (or an application for registration), including domain names and social media accounts and identifiers.

“Registrar” means the Registrar of Companies appointed pursuant to Section 400 of the BCBCA.

“Regulatory Approvals” means any consent, waiver, permit, license, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement (including, for greater certainty, in connection with a change of control of the Company or any of its Subsidiaries whether directly or indirectly or in connection with any of the Company’s or its Subsidiaries’ Authorizations).

“Release” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“Representatives” has the meaning ascribed thereto in Section 5.1(1).

“Required Consents” means those consents set forth in Section 1.1 of the Company Disclosure Letter.

“Reverse Termination Fee” has the meaning ascribed thereto in Section 8.2(4).

“Reverse Termination Fee Event” has the meaning ascribed thereto in Section 8.2(4).

“Sanctioned Country” means any country, territory or region that is, or has been the subject or target of a comprehensive trade embargo or other similar country-wide or territory-wide Sanctions (including as of the date hereof, Cuba, Iran, North Korea, Russia, Sudan, Syria and the following regions of Ukraine: (1) Donetsk, (2) Luhansk, (3) Kherson oblast, (4) Zaporizhzhia oblast, and (5) Crimea).

“Sanctioned Person” means, at any time, any Person that is the subject or target of Sanctions or restrictions under Sanctions or other applicable International Trade Laws, including: (i) any individual listed on any Canadian or other foreign Sanctions-related list of designated Persons maintained by any relevant sanction authority, in Canada or elsewhere, such as Global Affairs Canada, Public Safety Canada, and the United Nations Security Council, (ii) any Person listed on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and the Entity List maintained by the U.S. Department of Commerce; (iii) any Person operating, organized, incorporated, with a primary place of business or ordinarily resident in a Sanctioned Country, or (iv) any Person that is, in the aggregate, fifty percent (50%) or more owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clauses (i)-(iii) above as determined by applicable Law.

“Sanctions” means all applicable Laws relating to economic or financial sanctions, trade restrictions, asset freezes, trade embargoes, or blocking and anti-boycott measures, administered or enforced by (i) the government of Canada, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the anti-terrorism provisions of the Criminal Code (Canada), the Foreign Extraterritorial Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), and all regulations, schedules, orders or lists made or enacted pursuant to any of the foregoing, (ii) all applicable U.S.. Laws, regulations, embargoes or restrictive measures relating to economic or trade sanctions, including the Laws administered or enforced by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council or (iii) any other applicable foreign Governmental Entity in any country or territory having jurisdiction over the Company.

“SEC” means the United States Securities and Exchange Commission.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof in respect of securities issued in exchange for securities, claims or property interests where the terms and conditions of such issuance and exchange have been approved by a court, after a hearing upon the fairness of such terms and conditions, by a court authorized by Law to grant such approval.

“Securities Authority” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means, collectively, (i) the Securities Act (British Columbia) and any other applicable Canadian provincial and territorial securities Laws, including the rules, regulations, instruments, blanket orders and published policies thereunder, and (ii) the U.S. Securities Act, the U.S. Exchange Act and any other applicable United States federal and state securities Laws, including the rules and regulations thereunder.

“Security Breach” means any actual or reasonably suspected (i) security breach or breach of Personal Information under applicable Data Security and Privacy Requirements or any unauthorized access, acquisition, use, disclosure, modification, deletion, or destruction of Company Data or Customer Data; or (ii) unauthorized or accidental interference with system operations or security safeguards of the Company’s or its Subsidiaries’ information systems, including any phishing incident or ransomware attack.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval+.

“Share Consideration” means 0.0763 of a Consideration Share per Share or Company RSU.

“Shareholders” means the registered and/or beneficial holders of the Shares, as the context requires.

“Shares” means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Company Convertible Securities.

“Special Committee” means the special committee of independent members of the Board formed in relation to the proposal to effect the transactions contemplated by this Agreement.

“Stock Exchange Approvals” means collectively: (a) the conditional approval of the TSX-V for the listing of the Consideration Shares on the TSX-V, subject only to customary conditions; and (b) the authorization by the NYSE American of a supplemental listing application (or application for the listing of additional shares) in respect of the Consideration Shares, subject only to customary conditions.

“Subsidiary” has the meaning ascribed thereto in the Securities Act (British Columbia).

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm’s length third party, made after the date of this Agreement, to acquire not less than all of the outstanding Shares or all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis that:

“Superior Proposal Notice” has the meaning ascribed thereto in Section 5.4(1)(c).

“Supporting Shareholders” means each of those persons set out in Section 1.1 of the Company Disclosure Letter.

“Tax Act” means the Income Tax Act (Canada).

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, unclaimed or abandoned property, escheat, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, tariffs, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions and any deemed overpayment of Taxes; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); and (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party or otherwise pursuant to Contract or Law.

“Technology” has the meaning ascribed thereto in Paragraph 22(k21(d) of Schedule C.

“Terminating Party” has the meaning ascribed thereto in Section 4.12(3).

“Termination Fee” has the meaning ascribed thereto in Section 8.2(1).

“Termination Fee Event” has the meaning ascribed thereto in Section 8.2(1).

“Termination Notice” has the meaning ascribed thereto in Section 4.12(3).

“Third Party Beneficiaries” has the meaning ascribed thereto in Section 8.7(1).

“TSX-V” means the TSX Venture Exchange.

“United States” or “U.S.” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Unauthorized Code” means any virus, trojan horse, worm, time bomb, vulnerability, key-lock, back door, drop dead device, spyware, adware (as such terms are commonly understood in the software industry) or other code, software routines or hardware components designed or intended to have any of the following functions: (i) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent.

“Voting and Support Agreements” means, collectively, the voting and support agreements dated the date hereof between the Parent and each of the Supporting Shareholders.

“Warrant Indenture” means the Warrant Indenture between the Company and Odyssey Trust Company dated October 30, 2025 governing 12,000,000 Company Warrants.

“wilful breach” means a material breach that is a consequence of an act undertaken or a failure to act undertaken by the breaching Party with the actual knowledge that such act or failure to act would, or would be reasonably expected to, directly or indirectly, cause a breach of this Agreement.

Section 1.2      Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

Article 2
tHE aRRANGEMENT

Section 2.1      Arrangement

Section 2.2      Interim Order

As soon as reasonably practicable after the date of this Agreement, and in any event on or before October 16, 2026, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

Section 2.3      The Company Meeting

The Company shall:

Section 2.4      The Company Circular

Section 2.5      Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall, in consultation with the Purchaser and its legal counsel, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than three Business Days after the Arrangement Resolution is passed at the Company Meeting, or such other date as may be agreed to by the Parties in writing.

Section 2.6      Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

“This Order shall serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by such act regarding the distribution of securities pursuant to the Plan of Arrangement.”; and

Section 2.7      The Arrangement and Effective Date

Section 2.8      Payment of Consideration

The Purchaser shall, prior to Closing, deposit, or cause to be deposited with the Depositary in escrow the aggregate Cash Consideration payable to Shareholders (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) and a treasury order or other evidence of issuance of the number of Consideration Shares equal to the aggregate Share Consideration deliverable to Shareholders, in each case as provided for in the Plan of Arrangement, excluding any such payment in respect of Shares for which Dissent Rights have been validly exercised and not withdrawn.

Section 2.9      Adjustment to Consideration

If, on or after the date of this Agreement, the Company sets a record date for any dividend or other distribution on the Shares that is prior to the Effective Date or the Company pays any dividend or other distribution on the Shares prior to the Effective Time, then, and without limitation to any other rights of the Purchaser and the Parent under this Agreement: (i) to the extent that the amount of such dividends or distributions per Share does not exceed the Consideration, the Consideration shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Share exceeds the Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.

Section 2.10      Withholding Taxes

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under the Plan of Arrangement such amounts as the Purchaser, the Company or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement and the Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 2.11      Tax Rollover

An Eligible Holder who receives Consideration Shares pursuant to the Arrangement will be entitled to make an income Tax election, pursuant to subsection 85(1) of the Tax Act, or subsection 85(2) of the Tax Act, as applicable (and in each case, where applicable, the analogous provision of provincial income Tax Law) (a “Section 85 Election”), by providing two duly completed and signed copies of the election form prescribed by the Tax Act (and, if applicable, any provincial Tax statute) (each, a “Section 85 Tax Election Form”) to the Purchaser within 90 days following the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with the requirements imposed under the Tax Act (or applicable provincial income Tax Law), the Purchaser covenants and agrees to, within 60 days after the receipt thereof, return two signed copies of each Section 85 Tax Election Form so delivered to it to such Eligible Holders for filing with the applicable Governmental Entities by such Eligible Holder. The Purchaser will not be responsible for the proper or accurate completion of any Section 85 Tax Election Form or for checking or verifying the contents of any Section 85 Tax Election Form and, except for the Purchaser’s obligation to return, within 60 days of receipt, duly completed Section 85 Tax Election Forms received by it before the end of the Section 85 Election Period, none of the Purchaser, the Company or any successor corporation will be responsible for any Taxes or any other costs or damages resulting from the failure by an Eligible Holder to properly and accurately complete or file the Section 85 Tax Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income tax Law). In its sole discretion, the Purchaser or any successor corporation may choose to sign and return a Section 85 Tax Election Form to an Eligible Holder that does not provide the necessary information within the Section 85 Election Period but will have no obligation to do so. The Purchaser will deliver a Tax instruction letter to an Eligible Holder promptly upon receipt of a letter of transmittal in which the Eligible Holder has indicated that such Eligible Holder wishes to receive a Tax instruction letter. The Tax instruction letter will provide general instructions on how to make the Section 85 Election.

For the purposes of this Section 2.11, each reference to the Purchaser shall be read as a reference to the issuer of the Consideration Shares received by the applicable Eligible Holder, and the Parties shall structure the Arrangement and the Plan of Arrangement so that each Eligible Holder who receives Consideration Shares is entitled to make a Section 85 Election in respect of the exchange of its Shares.

Section 2.12      List of Shareholders

At the reasonable request of the Purchaser from time to time, the Company shall, as soon as reasonably practicable, provide the Purchaser with a list (in both written and electronic form) of: (i) the registered Shareholders, together with their addresses and respective holdings of Shares; (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Shares (including holders of Company Convertible Securities); and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of holders of securities of the Company and other assistance as the Purchaser may reasonably request from time to time.

Section 2.13      Company Convertible Securities Matters

Section 2.14      Guarantee

The Parent hereby unconditionally and irrevocably guarantees in favour of the Company the due and punctual performance by the Purchaser of the Purchaser’s obligations hereunder. The Parent hereby agrees that the Company shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. For the avoidance of doubt, Parent shall have all the same defenses as Purchaser shall have hereunder, and the aggregate liability of the Parent under this Section 2.14 shall not exceed the amount that the Purchaser would be liable to pay to the Company under this Agreement in respect of the guaranteed obligations.

Article 3
REPRESENTATIONs AND WARRANTIES

Section 3.1        Representations and Warranties of the Company

Section 3.2        Representations and Warranties of the Parent

Article 4
COVENANTS

Section 4.1        Conduct of Business of the Company

The Company shall cooperate with the Purchaser in: (i) preparing and submitting any filings, notifications, or submissions required or advisable in connection with any national security, foreign investment, or regulatory review of the Transactions contemplated hereby, and shall not make any material representation or submission to any Governmental Entity in connection with such review without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); and (ii) developing a novation plan for the transfer or assignment of Government Contracts and a transition plan for the maintenance of Authorizations following the Effective Time, including providing the Purchaser with reasonable access to information and personnel necessary for such planning.

Section 4.2        Covenants of the Company Relating to the Arrangement

Section 4.3        Company Covenant Regarding Company Debentures

Section 4.4        Company Covenant Regarding Company Warrants

Section 4.5        Conduct of Business of the Purchaser

Section 4.6        Covenants of Purchaser and Parent Relating to the Arrangement

Section 4.7        Regulatory Approvals

Section 4.8        Access to Information; Confidentiality

Section 4.9        Pre-Acquisition Reorganization

Section 4.10      Tax Matters

The Company covenants and agrees that, until the Effective Time, the Company and its Subsidiaries shall (a) duly and timely file with the appropriate Governmental Entity all Tax Returns required to be filed by any of them, which shall be correct and complete in all material respects, (b) reasonably consult with the Purchaser with respect to the discretionary deductions to be claimed in respect of any such Tax Return where claiming such discretionary deductions would otherwise give rise to a loss for tax purposes, and (c) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all amounts required to be so paid, withheld, collected or remitted. The Company shall keep the Purchaser reasonably informed of any events, discussions, notices or changes with respect to any Tax or regulatory audit or investigation or any other investigation by a Governmental Entity or proceeding involving the Company or any of its Subsidiaries (other than Ordinary Course communications which could not reasonably be expected to be material to the Company and the Subsidiaries on a consolidated basis).

Section 4.11      Public Communications

The Company and the Purchaser, each acting reasonably, shall agree on the text of joint press releases by which the Company and the Purchaser will announce: (i) the execution of this Agreement; and (ii) the completion of the Arrangement. The Parties shall cooperate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its reasonable best efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review and comment on the disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure if legally permitted. For the avoidance of doubt, none of the foregoing shall prevent a Party from making internal announcements to employees and having discussions with stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Parties. Neither Party shall make, or permit to be made on its behalf, any public statement or disclosure with respect to this Agreement or the Arrangement the primary purpose or effect of which is to condition the market for any offering of securities of the Parent other than the issuance of the Consideration Shares pursuant to the Arrangement. Each Party shall be responsible for making its own filings and disclosures required under Securities Laws in respect of this Agreement and the Arrangement. The Parties consent to this Agreement being filed on SEDAR+ as soon as practicable after the public announcement of the transactions contemplated hereby, subject to the prior redaction of any commercially sensitive and personal information, and the Company consents to this Agreement and any such press release being furnished or filed by the Parent with the SEC under the U.S. Exchange Act, including under cover of Form 6-K. The Parent shall, in addition, satisfy any notification and disclosure requirements of the NYSE American in respect of the Arrangement, including its timely alert and material news policy, and shall make any public disclosure of material information relating to the Arrangement in a manner consistent with Regulation FD under the U.S. Exchange Act.

Section 4.12      Notice and Cure Provisions

Section 4.13      Insurance and Indemnification

except that Company shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based solely upon any Misrepresentation or any alleged Misrepresentation in the Company Circular that is based solely on the information provided by the Parent or in any material filed by or on behalf Parent in compliance or intended compliance with any applicable Laws.

Section 4.14      Stock Exchange Approvals and TSX-V Delisting

Section 4.15      Consideration Shares; U.S. Resale and Exchange Matters

Section 4.16      Company Debt

The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms (i) conduct its business in a manner that will ensure compliance with the conditions set forth in Section 6.2(8) [Company Debt]; (ii) use commercially reasonable efforts to ensure that the Company Transaction Expenses do not exceed the amount set forth in Section 4.16 of the Company Disclosure Letter; and (iii) upon reasonable request from time to time, provide the Purchaser with evidence of such compliance, in form and substance reasonably satisfactory to the Purchaser.

Section 4.17      Bridge Financing

Article 5
additional cOVENANTS regarding non-solicitation

Section 5.1        Non-Solicitation

Section 5.2        Notification of Acquisition Proposals

If the Company or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may request. The Company shall keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence, sent or communicated by or to the Company in respect of such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3        Responding to an Acquisition Proposal

Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives an unsolicited written Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries to such Person, if and only if:

Section 5.4        Right to Match

Article 6
CONDITIONS

Section 6.1        Mutual Conditions Precedent

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of the Purchaser and the Company:

Section 6.2        Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

Section 6.3        Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

Section 6.4      Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

Article 7
TERM AND TERMINATION

Section 7.1     Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 7.2      Termination

Section 7.3      Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.13 shall survive for a period of six years following such termination; and (b) in the event of termination under Section 7.2, Section 4.8(3), this Section 7.3 and Section 8.2 through to and including Section 8.16 shall survive, and provided further that, no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

Article 8
GENERAL PROVISIONS

Section 8.1      Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:

Section 8.2      Termination Fees

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to ”50% or more”.

Section 8.3     Expenses

Except as otherwise specifically provided for in this Agreement, all expenses incurred in connection with the Arrangement, this Agreement or the transactions contemplated hereby, including all costs, expenses and fees incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

Section 8.4     Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier, facsimile or email and addressed:

Plurilock Security Inc. 

1021 West Hastings Street 

MNP Tower, 9^th Floor 

Vancouver, BC V6E 0C3 

Canada 

with a copy to:

McMillan LLP

Royal Centre, Suite 1500

1055 West Georgia Street, PO Box 11117

Vancouver, BC V6E 4N7

Canada

Quantum eMotion Corp. 

2300 Alfred Nobel Blvd, Suite 229 

Saint-Laurent, Qc H4S 2A4 

Canada 

with a copy to:

Lavery, de Billy, L.L.P. 

Suite 4000 

1, Place Ville Marie 

Montreal, Qc H3B 4M4 

Canada

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by email, on the date of confirmation of transmission by the originating email if such confirmation is prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing.

Section 8.5      Time of the Essence

Time is of the essence in this Agreement.

Section 8.6      Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

Section 8.7      Third Party Beneficiaries

Section 8.8      Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.9      Entire Agreement

This Agreement, together with the Company Disclosure Letter and the Confidentiality Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 8.10      Successors and Assigns

Section 8.11      Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.12      Governing Law

Section 8.13      Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 8.14      No Liability

No director, officer, employee or representative of the Purchaser, the Parent or any of their affiliates shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or the Parent. No director, officer, employee or representative of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser or the Parent under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

Section 8.15      Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

Section 8.16      Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic transmission (including email)) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy (including email) of this Agreement, and such facsimile or similar executed electronic copy (including email) shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement as of the date first written above.

Signature Page to Arrangement Agreement

Schedule A
PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 288
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
INTERPRETATION

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“Affected Securities” means, collectively, the Shares and the Company Convertible Securities.

“Affected Securityholders” means, collectively, Shareholders and the holders of Company Convertible Securities.

“affiliate” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions.

“Arrangement” means the arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 7.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement made as of September September 28, 2026 among the Company and the Parent (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement considered at the Company Meeting by Shareholders.

“BCBCA” means the Business Corporations Act (British Columbia).

“Board” means the board of directors of the Company as constituted from time to time.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Montreal, Québec or Vancouver, British Columbia.

“Cash Consideration” means C$0.084 in cash per Share or Company RSU, subject to adjustment in accordance with Section 2.9 of the Arrangement Agreement.

“Code” means the United States Internal Revenue Code of 1986.

“Company” means Plurilock Security Inc., a corporation existing under the laws of the Province of British Columbia.

“Company Debentures” means the outstanding convertible debentures of the Company, which are convertible into Shares in accordance with their terms.

“Company Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.

“Company Meeting” means the special meeting of Shareholders called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“Company Options” means the outstanding options to purchase Shares issued pursuant to the Omnibus Plan as set forth in the Company Disclosure Letter.

“Company RSUs” means restricted share units granted under, or governed by, the Omnibus Plan.

“Company Warrants” means the outstanding warrants to purchase Shares.

“Consideration” means the consideration payable under and in accordance with this Plan of Arrangement in respect of each Share and Company RSU, as applicable, being for each such Share or Company RSU, (i) the Share Consideration; and (ii) the Cash Consideration.

“Consideration Shares” means the Parent Shares issuable pursuant to this Plan of Arrangement.

“Court” means the Supreme Court of British Columbia.

“Debenture Indentures" means the trust indenture between the Company and Odyssey Trust dated October 16, 2025 governing the Company Debentures.

“Depositary” means Computershare Trust Company of Canada or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Company, acting reasonably.

“Dissent Rights” has the meaning specified in Section 5.1.

“Dissenting Holder” means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder.

“Effective Date” means the date designated by the Company and the Purchaser by joint notice in writing as the effective date of the Arrangement, after all of the conditions of the Arrangement Agreement and the Final Order have been satisfied or waived.

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as the Parties agree to in writing before the Effective Date.

“Final Order” means the final order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the agreement of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“Governmental Entity” means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority, department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange.

“Interim Order” means the interim order of the Court under Section 291 of the BCBCA, in a form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended, modified, supplemented or varied by the Court with the agreement of the Company and the Purchaser, each acting reasonably.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, Authorization, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, instruments, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“Lien” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, or lien (statutory or otherwise), defect of title, restriction or adverse right or claim or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Letter of Transmittal” means the letter of transmittal enclosed with the Company Circular sent in connection with the Company Meeting pursuant to which, among other things, registered Shareholders are required to deliver certificates representing Shares.

“Omnibus Plan” means the rolling 10% stock option plan and fixed 10% RSU plan of the Company adopted as of June 18, 2024.

“Option Consideration” means the consideration payable under and in accordance with this Plan of Arrangement in respect of each Company Option outstanding as of the Effective Time, equal to: (i) the number of Shares subject to such Company Option immediately prior to the Effective Time; multiplied by (ii) the positive amount, if any, by which $0.28 exceeds the exercise price per Share of such Company Option, subject to adjustment in accordance with Section 2.9 of the Arrangement Agreement.

“Parent” means Quantum eMotion Corp., a corporation existing under the laws of Canada.

“Parent Shares” means common shares of the Parent.

“Parties” means, collectively, the Company and the Parent and “Party” means any one of them.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means this plan of arrangement proposed under Section 288 of the BCBCA, and any amendments or variations made in accordance with the Arrangement Agreement and Section 7.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Purchaser” means a corporation currently existing or to be incorporated under the federal laws of Canada as a direct or indirect wholly-owned subsidiary of the Parent designated by the Parent to act as the Purchaser for all purposes of this Agreement and the Plan of Arrangement in accordance with Section 2.1(b) of the Arrangement Agreement, and, if the if Parent does not designate any such Subsidiary prior to the Effective Time, means the Parent itself.

“Section 85 Election” shall have the meaning ascribed thereto in 2.11 of the Arrangement Agreement.

“Share Consideration” means, for each Share or Company RSU, 0.0763 of a Consideration Share, subject to adjustment in accordance with Section 2.9 of the Arrangement Agreement.

“Shareholders” means the registered and/or beneficial holders of Shares, as the context requires.

“Shares” means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Company Convertible Securities.

“Tax Act” means the Income Tax Act (Canada).

“Warrant Indenture” means the Warrant Indenture between the Company and Odyssey Trust Company dated October 30, 2025 , governing 12,000,0000 Company Warrants.

In this Plan of Arrangement, unless otherwise specified:

Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

Time References. References to time herein or in any Letter of Transmittal are to local time, Vancouver, British Columbia.

Article 2
THE ARRANGEMENT

This Plan of Arrangement is made pursuant to the Arrangement Agreement.

This Plan of Arrangement and the Arrangement will become effective, and be binding on the Purchaser, the Parent, the Company, all holders and beneficial owners of Shares, Company Options, Company RSUs, Company Warrants and Company Debentures, including Dissenting Holders, the registrar and transfer agent of the Company, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

All calculations and determinations made by the Purchaser, the Company, or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final, and binding.

In no event shall a Shareholder be entitled to a fractional Consideration Share. Where the aggregate number of Consideration Shares to be issued to a Shareholder pursuant to Section 2.3 would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be received by such former Shareholder shall be rounded down to the nearest whole Consideration Share, and the fractional entitlement shall be cancelled without any compensation or other consideration therefor.

In any case where the aggregate cash amount payable to a particular holder of Affected Securities under the Arrangement would, but for this provision, include a fraction of a cent, the amount payable shall be rounded down to the nearest whole cent.

Article 3
COMPANY WARRANTS

Article 4
COMPANY DEBENTURES

Article 5
RIGHTS OF DISSENT

Registered Shareholders may exercise dissent rights with respect to the Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order and this Section 5.1; provided that, notwithstanding subsection 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1)(a) of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(c) and if they:

Article 6
DELIVERY OF CONSIDERATION

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will pay and deliver, in exchange for such lost, stolen or destroyed certificate, the Consideration which such holder is entitled to receive pursuant to Section 2.3, net of amounts required to be withheld pursuant to Section 6.3. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom the payment is made shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Purchaser, the Company and the Depositary in such sum as the Purchaser may direct or otherwise indemnify the Purchaser and the Company in a manner satisfactory to the Purchaser and the Company against any claim that may be made against the Purchaser or the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Affected Securities issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Affected Securityholders, the Company, the Purchaser, the Parent, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 7
AMENDMENTS

Article 8
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Schedule B
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

Schedule C
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

For the purposes of this Section, references to “principal supplier or customer” include any Governmental Entity that is a counterparty to or beneficiary of a Government Contract.

Schedule D
REPRESENTATIONS AND WARRANTIES OF PARENT

Exhibit I
FOrm of Employment Agreement

[Redacted – Commercially Sensitive Information]