KWESST Announces Closing of Private Placement of Units for Gross Proceeds of $344,000

Ottawa, Ontario--(Newsfile Corp. - July 14, 2022) - KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) ("KWESST" or the "Company") is pleased to announce the closing of a non-brokered private placement of 1,600,000 units at a price of $0.215 per unit, for aggregate gross proceeds to KWESST of $344,000.

"As a result of a close business associate's expression of interest to further increase their investment in the Company, along with certain insiders, we welcome this additional capital to finance our near-term working requirements," said Executive Chairman David Luxton.

Each of the 1,600,000 units is comprised of one common share and one-half common share purchase warrant (the "Warrants"). Each Warrant entitles its holder to acquire one additional common share of KWESST at a price of $0.285 for a period of 24 months from the closing date. There was no finder fee paid in this private placement.

As a result of the closing of the private placement, there are 53,759,640 common shares of KWESST issued and outstanding.

Directors and officers of KWESST (the "Insiders") purchased 406,975 Units for a total consideration of $87,500. The issuance of Units to the Insiders constitutes a related party transaction but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as KWESST's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and neither the fair market value of the units issued to the Insiders, nor the fair market value of the entire private placement, exceeds 25% of the Company's market capitalization. KWESST did not file a material change report with respect to the participation of the Insiders at least 21 days prior to the closing of the Offering as the insiders' participations were not determined at that time.

All securities issued in connection with the private placement are subject to a statutory hold period in Canada expiring four (4) months and one (1) day from the closing of the Offering. The Offering remains subject to final acceptance of the TSX Venture Exchange.

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 (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) commercializes breakthrough next-generation tactical systems for military and security forces and personal defense. The company's current portfolio of unique proprietary offerings includes non-lethal systems (PARA OPS^TM and ARWEN^TM) with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST also facilitates digitization of tactical forces with its signature TASCS system for real-time awareness and targeting information from any source (including drones) streamed directly to users' smart devices and indirect fire weapons. Other KWESST products include countermeasures against threats such as drones, lasers and electronic detection. These include: the Phantom^TM electronic battlefield deception system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations that deceive and confuse adversaries; a Battlefield Laser Detection System to counter the emerging threat of laser targeting of personnel; and, a non-kinetic system to counter the threat of tactical drones. These systems can operate stand-alone or integrate seamlessly with third-party OEM products and networked battlefield management systems such as ATAK. The Company is headquartered in Ottawa, Canada, with operations in Stafford, VA and representative offices in London, UK and Abu Dhabi, UAE.

For more information, please visit https://kwesst.com/
Contact: Steve Archambault, CFO, archambault@kwesst.com or (613) 317-3941

Jason Frame, Investor Relations: frame@kwesst.com

Investor Contact:

Dave Gentry, CEO
RedChip Companies
1-800 RED-CHIP (733-2447) 407-491-4499 KWEMF@redchip.com

Press Contact:

Angela Trostle Gorman
angela@AMWPR.com
1-917-348-0083

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation for the purpose of providing information about management's current expectations and plans relating to the future. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. KWESST disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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/130964