KWESST Micro Systems (KWE) Announces Proposed Share Offering

KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) today announced that it intends to offer to sell common shares (and/or pre-funded warrants ("Pre-funded Warrants") in lieu thereof) in an underwritten United States public offering. All of the common shares (and/or Pre-funded Warrants) are to be sold by the Company.

ThinkEquity is acting as sole book-running manager for the offering.

The Company expects to grant the underwriter a 45-day option to purchase up to an additional 15% of the number of common shares and/or Pre-funded Warrants sold in the offering to cover over-allotments, if any. 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.

The Company intends to use the net proceeds from the offering primarily for working capital requirements, general corporate purposes and the advancement of its business objectives.

The securities will be offered and sold pursuant to a prospectus supplement to the Company's shelf registration statement on Form F-3 (File No. 333-277196), including a base prospectus, filed with the United States Securities and Exchange Commission (the "SEC") on February 20, 2024 and declared effective on March 4, 2024. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov/edgar. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. Before investing in this offering, interested parties should read in the entirety the preliminary prospectus supplement and the accompanying prospectus, and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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