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March 14 – 2022 – Ottawa – KWESST Micro Systems Inc. (TSXV: KWE) (“KWESST” or “the Company”) today announced that it has closed a non-secured loan financing with various lenders in an aggregate amount of $1.8 million (the “Loan”) and received $120,000 Notices of Exercise from certain warrant holders.

The Loan bears interest at a rate of 9.0% per annum, compounded monthly and not in advance, and has a maturity of thirteen months, with the Company having the option to repay the whole or any part of the Loan, without penalty or premium, at any time prior to the close of business on the maturity date. As part of the terms of the Loan, KWESST issued an aggregate of 900,000 common shares to the lenders, being an amount equal to twenty percent (20%) of the total dollar amount of the Loan divided by the market price of the Company’s common shares on the TSX Venture Exchange (the “Exchange) at market close on March 11th, 2022, being $0.40. All common shares issued in connection with the Loan were issued pursuant to prospectus exemptions of applicable securities laws.

“Given current financial market conditions and hostilities in Eastern Europe, we felt it was prudent to strengthen the Company’s cash position at a time when it is advantageous to be able to build product for ready delivery of expected orders,” said David Luxton, Executive Chairman, who added “I, and others in the Company, are pleased to have participated in the Loan as well as exercising warrants.”

Concurrently with the closing of the Loan, KWESST received Notices of Exercise from certain holders of warrants exercisable at a price of $0.20 for a total of $120,000. As a result, the total gross proceeds from the Loan and the exercise of warrants totals $1,920,000.

Insiders and employees of the Company participated in the financing for an aggregate amount of $100,000. The portion of the Insiders’ participation was $74,000, with the Company issuing an aggregate of 37,000 common shares to said insiders. Such insider participation is considered a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company’s securities are not listed on any of the stock exchanges set out in Section 5.5(b) of MI 61-101 and the fair market value of the common shares to be issued to the insiders does not exceed 25% of the Company’s market capitalization.

In connection with the private placement, KWESST agreed to pay a cash finder’s fee to PI Financial Corp. an amount of $52,000.

The securities issued in connection with the Loan are subject to a regulatory four-month and one day hold period expiring on July 12th, 2022. The Loan remains subject to the final approval of the Exchange.
Finally, two officers of the Company have been granted Restricted Stock Units of KWESST (“RSUs”) with a value of $25,000 each in accordance with their respective employment agreements. The number of RSUs to be granted will be based on the closing price of the Company’s shares on the TSX Venture Exchange on March 14th, 2022.

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

About KWESST

KWESST develops and commercializes breakthrough next-generation tactical systems that meet the requirements of security forces and personal defense for overmatch capability against adversaries. The company’s current portfolio of unique proprietary offerings include its unique non-lethal PARA OPSTM system with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST is also engaged in the digitization of tactical forces for shared situational awareness and targeting with its signature TASCS Situational Control System) for real-time awareness and targeting information from any source (including drones) streamed directly to users’ smart devices and weapons. Other KWESST products include counter-measures against threats such as drones, lasers and electronic detection. These include the autonomous GreyGhost^TM 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 Phantom^TM electronic battlefield decoy system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations to deceive and confuse adversaries. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems. The Company is headquartered in Ottawa, Canada, with operations in Stafford, VA and representative offices in London, UK and Abu Dhabi, UAE. KWESST trades on the TSX Venture Exchange under the symbol KWE.

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 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 the release.