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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

Ottawa, Ontario–(Newsfile Corp. – September 16, 2021) – 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 750,000 units at a price of $2.00 per unit, for aggregate gross proceeds to KWESST of $1.5 million.

“The financing was provided by two investors namely a financial institution which is already a shareholder of KWESST and sought to increase its position and one new strategic investor,” said Executive Chairman David Luxton. “This comes at a time when we are ramping up go-to market efforts on all fronts, especially for our non-lethal cartridge-based firing platform called the Low Energy Cartridge system. The Low Energy Cartridge system’s official commercial launch will take place at the January 2022 SHOT Show in Las Vegas.”

Each of the 750,000 units is comprised of one common share and one common share purchase warrant (the “Warrants“). Each Warrant entitles its holder to acquire one additional common share of KWESST at a price of $2.35 for a period of 24 months from the closing date. In the event that the closing price of the common shares of KWESST on the TSX Venture Exchange (“TSXV“) is at least $4.60 for a period of not less than 3 consecutive trading days, the Warrants will expire, at the sole discretion of KWESST, on the 30th day after the date on which KWESST sends a notice in prescribed form to the holders of the Warrants.

In connection with the private placement, KWESST paid cash commissions to Haywood Securities Inc. in an amount of $90,000. In addition, KWESST granted finders’ options to Haywood Securities Inc. entitling them to acquire up to an aggregate of 45,000 additional common shares of KWESST at a price of $2.00 per share for a period of 24 months.

As a result of the closing of the private placement, there are 48,635,013 common shares of KWESST issued and outstanding. Under applicable securities legislation, the securities issued in the private placement are subject to a four-month hold period, expiring on January 16, 2022.

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 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 Low Energy Cartridge (LEC) system with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST is also involved in the digitization of tactical forces for shared situational awareness and targeting with 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. Other KWESST products include counter-measures against threats such as drones, lasers and electronic detection. These include 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 PhantomTM 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 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: [email protected]

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

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/96731

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