ottawa

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

April 27, 2023 – Ottawa – KWESST Micro Systems Inc. (TSXV: KWE, NASDAQ: KWE and KWESW; OTCQB: KWEMF) (“KWESST” or “the Company”) is pleased to announce that the TSX Venture Exchange (the “TSXV”) has conditionally accepted the listing of 726,392 common share purchase warrants of the Company (the “Warrants”) issued in connection with the issuance of 726,392 units (the “Units”) at a price of US$4.13 per unit pursuant to its supplement short form PREP prospectus dated December 6, 2022, which closed on December 9, 2022 (the “Offering”). The TSXV has advised that the Warrants will be listed for trading on the TSXV under the symbol “KWE.WT.U” effective at market open on or around May 1, 2023.
Each Warrant entitles its holder to purchase one Share of the Company at a price of USD$5.00 for a period of sixty (60) months from the date of issuance. The Warrants are governed by a warrant indenture between the Company and TSX Trust Company dated December 9, 2022. In total, 777,240 Warrants are authorized under the aforementioned warrant indenture, of which 726,392 are issued an outstanding.

The listing of the Warrants remains subject to final acceptance of the TSX Venture Exchange.
The Warrants and underlying common shares, 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 U.S. state securities laws. The warrants may not be exercised by, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or in compliance with the requirements of an exemption therefrom.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction

About KWESST
KWESST (NASDAQ: KWE and KWESW) (TSXV: KWE) (FSE: 62U) 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 includes its unique non-lethal PARA OPSTM system with application across all segments of the non-lethal market, including law enforcement and personal defense. KWESST is also engaged in the digitization of tactical forces for shared situational awareness and targeting with its signature TASCS (Tactical 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 countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with 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: David Luxton, Executive Chairman and Interim CFO, luxton@kwesst.com
Jason Frame, Investor Relations: frame@kwesst.com

Cautionary Note Regarding Forward-Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking information contained herein include, without limitation, statements relating to the intended use of proceeds of the Offering and the receipt of final acceptance of the TSX Venture Exchange. 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.