KWESST Publicly Files a Registration Statement with the United States Securities and Exchange Commission for a Proposed Registered Offering in the United States and Dual-Listing on the Nasdaq Capital Market

Ottawa, Ontario--(Newsfile Corp. - August 16, 2022) - KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) ("KWESST" or the "Company") announced today that it has publicly filed a registration statement on Form F-1 with the United States Securities and Exchange Commission (the "SEC") relating to a proposed public offering of common units, consisting of one common share and a warrant to purchase one common share, and pre-funded units, consisting of a pre-funded warrant to purchase one common share and a warrant to purchase one common share (the "Offering"). The number of units and price range for the proposed Offering have yet to be determined. The Offering is expected to take place after the SEC completes its review process, subject to market and other customary conditions. Contingent on the closing of the Offering, KWESST has applied to list its common shares on the Nasdaq Capital Market under the ticker symbol "KWE" and the warrants offered in the Offering under the ticker symbol "KWESW".

ThinkEquity will serve as sole book-running manager for the proposed Offering. The Offering will be made only by means of a prospectus, which, for the avoidance of doubt, will not constitute a "prospectus" in any Province or Territory of Canada under applicable Canadian securities legislation and has not been reviewed by any securities regulatory authority in any Province or Territory of Canada. No offer of securities to the public is being made in any Province or Territory of Canada. Copies of the preliminary prospectus related to the Offering, when available, may be obtained on the SEC's website, www.sec.gov, or from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673, or by email at prospectus@think-equity.com.

A registration statement relating to the proposed sale of these securities has been filed with the SEC but has not yet become effective. Securities offered under the registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell, or a solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The Offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the Offering.

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 OPSTM and ARWENTM) 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 PhantomTM 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

Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for the Company's shares in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including if the Company's registration statement is not declared effective by the SEC or if Nasdaq fails to approve the Company's listing application. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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/133966

info