KWESST Announces C $ 2.5 Million Negotiated Private Placement Funding

KWESST Micro Systems Inc. is pleased to announce that it has entered into an agreement with PI Financial Corp., as Principal Agent and Sole Bookrunner in its own name and, where applicable, on behalf of a syndicate of agents as part of best efforts, private placement of up to 2,000,000 units of the Company at a price of C $ 1.25 per unit for gross proceeds of up to $ 2,500,000 IT. Each unit will include a …

KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (“KWESSTOr “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”), in its own name and , if applicable, on behalf of a syndicate of agents (with the principal agent, the “agents”) in the context of a private placement of up to 2,000,000 units of the company (the “units” ) at a price of Cdn $ 1.25 per Unit (the “Offering Prices”) for gross proceeds of up to Cdn $ 2,500,000 (the “Offering”).

Each unit will consist of one common share of the company (a “Common share“) And a common share purchase warrant (“To guarantee“). Each warrant may be exercised to acquire one common share (a”Share of warrants“) At a price of CA $ 1.75 per share with warrant for a period of 24 months from the closing of the offering. If at any time after four (4) months and one (1) day after the closing date, 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, such as As evidenced by the market closing price, the Company will have the right to notify the holders of Warrants of its intention to force the exercise of the Warrants. Upon receipt of this 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 “Agent option“) To offer for sale up to 400,000 additional units at the offering price for additional gross proceeds of up to Cdn $ 500,000, option of the Agents which may be exercised, in whole or in part, at any time until 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 Energy Cartridge system and begin commercialization of this product, accelerate production of the GreyGhost micro-missile, strengthen the company’s ATAK center of excellence. . and speed up production of the Phantom electronic decoy.

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

The Offer is expected 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 the approval of the Exchange. The units to be issued within the framework of the placement will have a holding period of four months and one day from the closing.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act“), 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 securities requirements movable property or under exemptions from these provisions. This press release does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction.


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 exclusive offers includes: its signature TASCSTM (Tactical Awareness and Situation 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 Portable soldier drone micro-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 ghostTMElectronic decoy system for the battlefield to mask the electromagnetic signature of friendly forces with decoy signatures in fake places 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]

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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 fall within the meaning of the expression “forward-looking information” of 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 words 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”, “would”, “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. The forward-looking information contained in this press release includes, but is not limited to, 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 intentions of the company 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: the inability to complete the Offer on the terms or on the schedule as 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 preparing the 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, and no assurance can be heard that such events will occur within the stated timeframe or not 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 press release.


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