KWESST Announces Upsizing of Previously Announced Brokered Private Placement

- April 9th, 2021

Not for Distribution to U.S. Newswire Services or for Release, Publication, Distribution or Dissemination Directly, or Indirectly, in Whole or in Part, in or into the United StatesKWESST Micro Systems Inc. is pleased to announce that in connection with its previously announced brokered private placement the Company and PI Financial Corp., the lead agent and sole bookrunner for the Offering, have agreed to increase …

Not for Distribution to U.S. Newswire Services or for Release, Publication, Distribution or Dissemination Directly, or Indirectly, in Whole or in Part, in or into the United States

KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (“KWESST” or “the Company”) is pleased to announce that in connection with its previously announced brokered private placement (the “Offering”), the Company and PI Financial Corp., the lead agent and sole bookrunner (the “Lead Agent”) for the Offering, have agreed to increase the size of the Offering to raise total gross proceeds of $4 million. The Company now intends to issue 3,200,000 units of the Company (the “Units”) at a price of C$1.25 per Unit. The 3,200,000 Units have been allocated to subscribers and the Offering is scheduled to close on or about April 29, 2021, or such date as agreed upon between the Company and the Lead Agent. Given the upsize to the Offering, the parties have agreed to remove the previously announced over-allotment option.

“The KWESST Offering was very well received by investors and resulted in significant demand for our financing, which led to the increase in size announced today. The proceeds will be used to accelerate our go-to market initiatives of KWESST‘s various products,” said Jeffrey MacLeod, KWESST‘s President and CEO. “One of our priorities is to finalize the acquisition of the Low Energy Cartridge (“LEC”) non-lethal system, which is expected to close concurrently with the Offering, after which we will begin the commercialization of this product. The Company has an accelerated plan to roll out the LEC product in response to market interest and high growth across all segments of the non-lethal market where a strong preference is being expressed for a safer, cartridge-based system over traditional systems such as Taser, beanbag shotgun shells and rubber bullets that can and do result in fatalities.”

Other corporate priorities to be funded with the proceeds from the Offering include the productization of the GreyGhost micro-drone missile, ramping up the Company’s ATAK Centre of Excellence business, and accelerating the productization of the Phantom electronic decoy.

Each Unit will be comprised of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (“Warrant“). Each Warrant shall be exercisable to acquire one Common Share (a “Warrant Share“) at a price of C$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 Closing Date, the trading price of the Shares on the TSX Venture Exchange is equal to or exceeds $3 for a period of 10 consecutive trading days, as evidenced by the price at the close of market, the Company shall be entitled to notify the holders of Warrants of its intention to force the exercise of the Warrants. Upon receipt of such notice, the holders of Warrants shall have 30 days to exercise the Warrants, failing which the Warrants will automatically expire.

The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. It is not a requirement for the closing of the Offering that the Company issues the entire 3,200,000 Units referenced above. The Units to be issued under the Offering will have a hold period of four months and one day from Closing.

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 Act“), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About KWESST

KWESST develops and commercializes high-value ultra-miniaturized technology applications that make a critical difference to the safety and operational effectiveness of personnel in the defence and security industries. The company’s current portfolio of unique proprietary offerings include: its signature TASCSTM (Tactical Awareness and Situational Control System) for real-time awareness and targeting information from any source (including drones) streamed directly to users’ smart devices and weapons; the autonomous GreyGhostTM soldier-portable micro drone missile system that defends against small hostile drones including swarms using high-speed kinetic impact; a Ground Laser Defence system to counter the emerging threat of weaponized lasers against personnel; and, the PhantomTMelectronic battlefield decoy system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations to deceive and confuse adversaries. 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) among others. KWESST also has developmental “smart ordnance” projects including its “Shot Counter” system, which records the number and type of rounds fired, for optimized firearms maintenance and performance. The Company is headquartered in Ottawa, Canada, with representative offices in Washington, DC, London, UK and Abu Dhabi, UAE. KWESST trades on the TSX Venture Exchange under the symbol KWE and on the U.S. OTCQB under the symbol KWEMF.

Contact: Jason Frame, Investor Relations: frame@kwesst.com

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

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address 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. Risks, uncertainties and other factors involved with 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 in this news release includes, but is not limited to, the anticipated size of the Offering, the Offering price, the anticipated closing date and the completion of the Offering, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals, and the Company’s intentions regarding its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from such forward-looking information include but are not limited to: an inability to complete the Offering on the terms or on the timeline as announced or at all; and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or 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, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Neither 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 news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79913

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