KWESST Announces Cdn $ 2.5 Million Private Placement Financing

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Ottawa, Ontario – (Newsfile Corp. – April 6, 2021) – KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (“KWESST” or “the Company”) is pleased to announce that it has entered into an agreement with PI Financial Corp., as principal agent and sole bookrunner (the “Principal agent“), on its own behalf and, where applicable, on behalf of a syndicate of agents (jointly with the Principal Agent, the”Agents“) as part of our best efforts, private placement of up to 2,000,000 units of the Company (the”Units“) at a price of C $ 1.25 per Unit (the”Offer price“) for gross proceeds of up to CA $ 2,500,000 (the”Offer“).

Each unit will consist of one common share of the Company (a “Ordinary share“) and a common share purchase warrant (“To guarantee“). Each warrant may be exercised to acquire one common share (a”Warrant share“) at a price of Cdn $ 1.75 per warrant share for a period of 24 months from the closing of the offering. If at any time after four (4) months and one (1) day following the date closing, the price of the Shares on the TSX Venture Exchange is equal to or greater than $ 3 for a period of 10 consecutive trading days, as evidenced by the price at the close of the market, the Company will be entitled to ” notify holders of warrants of their intention to force exercise Upon receipt of such notice, holders of warrants will have 30 days to exercise the warrants, failing which the warrants will automatically expire .

Agents will have an option (the “Agents option“) to offer for sale up to 400,000 additional units at the offering price for additional gross proceeds of up to C $ 500,000, which option of the Agents may be exercised, in whole or in part, at any time up to 48 hours before the closing of the Offer.

The Company said the proceeds from the financing would be used to complete the acquisition of the non-lethal low-power cartridge system and begin commercialization of this product, accelerate production of the GreyGhost micro-drone missile, accelerate the development center. ‘ATAK excellence of the Company. and speed up production of the Phantom electronic decoy.

The securities to be issued under the offering will be offered by way of private placement in each of the provinces of Canada and in any other territory as the Company may determine, in each case, in accordance with the applicable exemptions from the prospectus requirements under the securities. applicable movable property. laws.

The Offer is scheduled to close on or around April 29, 2021, or on a date agreed between the Company and the Principal Agent (the “Closing“) and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including approval of the exchange. Units to be issued in connection with the offering will have a term detention of four months and one day from the closing date.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“), or any state securities law and, therefore, may not be offered or sold in the United States except in accordance with the registration requirements of the US Securities Act and applicable requirements. government securities or under exemptions therefrom This press release does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction.

About KWESST

KWESST develops and markets high-value, ultra-miniaturized technology applications that make a critical difference to the safety and operational efficiency of personnel in the defense and security industries. The company’s current portfolio of exclusive offers includes: its signature TASCSMT (Tactical Awareness and Situation Control System) for real-time awareness and targeting information from any source (including drones) transmitted directly to users’ smart devices and weapons; the autonomous GreyGhostMT Portable soldier micro drone missile system that defends itself against hostile small drones including swarms using high speed kinetic impact; a ground-based laser defense system to counter the emerging threat of armed lasers against personnel; and, the ghostMT electronic decoy system on the battlefield to mask the electromagnetic signature of friendly forces with decoy signatures at false locations to deceive and confuse opponents. All systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems including Frontline, Edge, Killswitch, and ATAK (Android Tactical Assault Kit). KWESST also has “smart munitions” development projects, including its “Shot Counter” system, which records the number and type of cartridges fired, for optimized gun maintenance and performance. The company is headquartered in Ottawa, Canada, with representative offices in Washington, DC, London, United Kingdom and Abu Dhabi, United Arab Emirates. KWESST trades on the TSX Venture Exchange under the symbol KWE and on the US OTCQB under the symbol KWEMF.

Contact: Jason Frame, Investor Relations: [email protected]

For more information, please visit https://kwesst.com/

Caution Regarding Forward-Looking Statements

Certain statements contained in this press release are forward-looking and involve a number of risks and uncertainties. These forward-looking statements are within the meaning of the term “forward-looking information” in National Instrument 51-102 of the Canadian Securities Administrators on Continuous Disclosure Obligations. Forward-looking statements are not made up of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including terms indicating that the Company or management expects a condition or reported result to occur. Forward-looking statements may be identified by words such as “believes”, “anticipates”, “expects”, “estimates”, “could”, “could”, “could”, “will” or “will”. Because forward-looking statements are based on assumptions and deal with future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. The risks, uncertainties and other factors involved in forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained in this press release includes, without limitation, the expected size of the offer, the price of the offer, the expected closing date and completion of the offer, the intended use of the net proceeds of the offering, receipt of all necessary approvals and of the Company’s intentions with respect to its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from this forward-looking information include, but are not limited to: an inability to complete the Offer on the terms or on schedule announced or not at all; and the risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in the preparation of forward-looking information in this press release are reasonable, one should not place undue reliance on such information, which only applies as of the date of this press release. press release, and no guarantees can be made given that such events will occur within the timeframe disclosed or will not occur at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained in this document.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79583

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