- Announce that in connection with its previously announced brokered private placement (the “Offering“), the Company and PI Financial Corp., the lead agent and sole bookrunner (the “Lead Agent“) for the Offering, have agreed to increase the size of the Offering to raise total gross proceeds of $4 million.
- The Company now intends to issue 3,200,000 units of the Company (the “Units“) at a price of C$1.25 per Unit.
- The 3,200,000 Units have been allocated to subscribers and the Offering is scheduled to close on or about April 29, 2021, or such date as agreed upon between the Company and the Lead Agent.
- Given the upsize to the Offering, the parties have agreed to remove the previously announced over-allotment option.
Ottawa, Ontario–(April 9, 2021) – KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (“KWESST” or “the Company”) is pleased to announce that in connection with its previously announced brokered private placement (the “Offering“), the Company and PI Financial Corp., the lead agent and sole bookrunner (the “Lead Agent“) for the Offering, have agreed to increase the size of the Offering to raise total gross proceeds of $4 million. The Company now intends to issue 3,200,000 units of the Company (the “Units“) at a price of C$1.25 per Unit. The 3,200,000 Units have been allocated to subscribers and the Offering is scheduled to close on or about April 29, 2021, or such date as agreed upon between the Company and the Lead Agent. Given the upsize to the Offering, the parties have agreed to remove the previously announced over-allotment option.
“The KWESST Offering was very well received by investors and resulted in significant demand for our financing, which led to the increase in size announced today. The proceeds will be used to accelerate our go-to market initiatives of KWESST’s various products,” said Jeffrey MacLeod, KWESST’s President and CEO. “One of our priorities is to finalize the acquisition of the Low Energy Cartridge (“LEC”) non-lethal system, which is expected to close concurrently with the Offering, after which we will begin the commercialization of this product. The Company has an accelerated plan to roll out the LEC product in response to market interest and high growth across all segments of the non-lethal market where a strong preference is being expressed for a safer, cartridge-based system over traditional systems such as Taser, beanbag shotgun shells and rubber bullets that can and do result in fatalities.”
Other corporate priorities to be funded with the proceeds from the Offering include the productization of the GreyGhost micro-drone missile, ramping up the Company’s ATAK Centre of Excellence business, and accelerating the productization of the Phantom electronic decoy.
Each Unit will be comprised of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (“Warrant“). Each Warrant shall be exercisable to acquire one Common Share (a “Warrant Share“) at a price of C$1.75 per Warrant Share for a period of 24 months from the closing of the Offering. If at any time after four (4) months and one (1) day following the Closing Date, the trading price of the Shares on the TSX Venture Exchange is equal to or exceeds $3 for a period of 10 consecutive trading days, as evidenced by the price at the close of market, the Company shall be entitled to notify the holders of Warrants of its intention to force the exercise of the Warrants. Upon receipt of such notice, the holders of Warrants shall have 30 days to exercise the Warrants, failing which the Warrants will automatically expire.
The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. It is not a requirement for the closing of the Offering that the Company issues the entire 3,200,000 Units referenced above. The Units to be issued under the Offering will have a hold period of four months and one day from Closing.
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.
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