KWESST Publicly Files a Registration Statement with the United States Securities and Exchange Commission for a Proposed Registered Offering in the United States and Dual-Listing on the Nasdaq Capital Market

2022-08-21 14:25:17 By : Ms. lark guo

KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) ("KWESST" or the "Company") announced today that it has publicly filed a registration statement on Form F-1 with the United States Securities and Exchange Commission (the "SEC") relating to a proposed public offering of common units, consisting of one common share and a warrant to purchase one common share, and pre-funded units, consisting of a pre-funded warrant to purchase one common share and a warrant to purchase one common share (the "Offering"). The number of units and price range for the proposed Offering have yet to be determined. The Offering is expected to take place after the SEC completes its review process, subject to market and other customary conditions. Contingent on the closing of the Offering, KWESST has applied to list its common shares on the Nasdaq Capital Market under the ticker symbol "KWE" and the warrants offered in the Offering under the ticker symbol "KWESW".

ThinkEquity will serve as sole book-running manager for the proposed Offering. The Offering will be made only by means of a prospectus, which, for the avoidance of doubt, will not constitute a "prospectus" in any Province or Territory of Canada under applicable Canadian securities legislation and has not been reviewed by any securities regulatory authority in any Province or Territory of Canada. No offer of securities to the public is being made in any Province or Territory of Canada. Copies of the preliminary prospectus related to the Offering, when available, may be obtained on the SEC's website, www.sec.gov, or from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673, or by email at prospectus@think-equity.com.

A registration statement relating to the proposed sale of these securities has been filed with the SEC but has not yet become effective. Securities offered under the registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell, or a solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. 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.

KWESST (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) commercializes breakthrough next-generation tactical systems for military and security forces and personal defense. The company's current portfolio of unique proprietary offerings includes non-lethal systems (PARA OPSTM and ARWENTM) with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST also facilitates digitization of tactical forces with its signature TASCS system for real-time awareness and targeting information from any source (including drones) streamed directly to users' smart devices and indirect fire weapons. Other KWESST products include countermeasures against threats such as drones, lasers and electronic detection. These include: the PhantomTM electronic battlefield deception system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations that deceive and confuse adversaries; a Battlefield Laser Detection System to counter the emerging threat of laser targeting of personnel; and, a non-kinetic system to counter the threat of tactical drones. These systems can operate stand-alone or integrate seamlessly with third-party OEM products and networked battlefield management systems such as 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: Steve Archambault, CFO, archambault@kwesst.com or (613) 317-3941

Jason Frame, Investor Relations: frame@kwesst.com

Dave Gentry, CEO RedChip Companies 1-800 RED-CHIP (733-2447) 407-491-4499 KWEMF@redchip.com

Angela Trostle Gorman angela@AMWPR.com 1-917-348-0083

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for the Company's shares in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including if the Company's registration statement is not declared effective by the SEC or if Nasdaq fails to approve the Company's listing application. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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/133966

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KWESST Micro Systems (TSXV:KWE) is a technology company which develops and commercializes breakthrough next generation tactical systems that meet the requirements of security forces and personal defense for overmatch capability against adversaries. The key market segments and solutions addressed by KWESST technologies are:

The market for non-lethal products is a recurring multi-billion-dollar opportunity. Customers continue to seek better solutions as many legacy systems can be lethal, and frequently are unreliable. Thousands of fatalities have been recorded from existing cartridge-bases systems, including conducted energy devices such as Taser. Other legacy products that are “less” lethal typically fire from air guns, which are inherently unreliable as they are affected by ambient temperature and involve high maintenance including as a result of air seals and “O” rings drying out and bursting, causing catastrophic failures. Air-based systems also entail a long logistics tail of compressors, air tanks and spare parts.

The LEC systems solves these problems with the proven reliability of a cartridge-based system in a low-cost firing platform that fires only LEC cartridges. The firing platforms are offered in various patterns that replicate the look of a real firearm, or avoid the appearance of a firearm altogether, at the user’s choice. The proprietary LEC cartridge automatically stabilizes the projectile for accuracy and distance, with an energetic actuator that controls velocity and muzzle energy well below lethal levels, and with no need for gunpowder or conventional propellant. The system’s soft frangible projectiles come with various payloads, including colored marking agent, inert powder or a safe but powerful irritant powder that temporarily incapacitates subjects.

The table below shows why LEC is the best choice among current non-lethal weapons.

LEC is an inexpensive dedicated firing platform that fires only LEC cartridges. These are offered in various patterns that replicate the look of a real firearm, or avoid the appearance of a firearm altogether, at the user’s choice.

LEC’s soft frangible projectiles come with various payloads, including colored marking agents, inert powder, or a safe but powerful irritant powder that temporarily incapacitates subjects.

LEC has two provisional patents and is the world’s first cartridge-based non-lethal firing system. It is a breakthrough over existing air-based systems with a projectile of high fps velocity, which is considered lethal. LEC is made with a non-lethal low energy cartridge case that generates spin to a projectile reducing velocities and muzzle energy below the lethal threshold of 400 feet per second (fps). This is done with no need for gunpowder or conventional propellant.

Meanwhile, tasers and maces are for close encounters increasing the probability of disarmament by assailants. Tasers, carried by some 400,000 American patrol officers, are also given an effectiveness rating of only 57.1 percent by the Los Angeles Police Department.

KWESST’s non-lethal Low Energy Cartridge (LEC) product line will culminate with an official commercial launch at the 2022 SHOT Show® in Las Vegas, January 18 – 21.

The LEC system is the world’s first cartridge-based non-lethal firing system with universal application across four market segments that currently use a variety of dated “non-lethal” or “less-lethal” solutions. These segments are (i) public order and security (riots and control of dangerous subjects), (ii) military and law enforcement training (realistic force-on-force training), (iii) personal defence (home, car, boat, RV, camping, hiking), and (iv) high-action gaming.

KWESST is prioritizing the global self-defence and the public order and security markets, where there exist ready channel partners, including large e-marketplaces for tactical products and sophisticated social media campaigns, hence avoiding the expense and time to build out an internal sales force. These markets represent near-term opportunities with short selling cycles.

Modernized digitization of tactical forces for shared situational awareness and targeting

KWESST Micro Systems’ Tactical Awareness and Situational Control System (TASCS) is a software package that can be integrated or added on to small weapons systems commonly carried by soldiers to enable precise networked surveillance and targeting on a wide range of technical platforms. The technology has the potential to provide targets beyond traditional line-of-sight targeting systems, proving the potential for soldiers to identify targets they cannot see directly. KWESST Micro Systems’s TASCS software can be used as an add-on for drones and counter-drone original equipment manufacturers (OEMs) as well.

Using TASCS, operators have the capability to “mark” areas or persons of interest which can then be shared with other reconnaissance technology such as drones or scoping imagery to confirm the areas or persons of interest. In December of 2019, KWESST Micro Systems signed a development contract to incorporate TASCS into a networked soldier Heads Up Display (HUD) system.

The company completed the second of two phases in October 2020 for a US military customer, which showed that its TASCS IFM had better accuracy and quicker response times on indirect fire systems, including mortars, improving soldier survivability and operational effectiveness.

The company completed the second of three phases of its Tactical Awareness and Situational Control System (TASCS) and Integrated Fires Module (IFM) for a US military customer. The product is an App and snap-on weapon adaptor that enables real-time streaming of situational awareness data of any kind from any source, including drones, direct to smart display devices and operational assets, for a common operating picture and networked engagement. This phase demonstrated that KWESST’s TASCS IFM had greater accuracy and faster response times on indirect fire systems like mortars, improving soldier survivability and operational effectiveness.

On the heels of this, KWESST was upgraded to “USA Partner” for SAMSUNG Electronics America, which will help the company deploy its SAMSUNG S20TE smartphone in its production version of the TASCS in addition to its IFM for networked targeting on soldiers’ weapons.

Counter measures against threats such as drones, lasers and electronic detection.

KWESST Micro Systems’ patented drone threat and counter-drone solution DroneBullet ™ is capable of autonomously tracking and neutralizing an enemy drone from any detection source. The technology can be applied as an add-on to existing drone and counter-drone OEMs.

KWESST Micro Systems’ counter-drone technology DroneBullet is a kinetic and integrated counter-drone system capable of launching a miniature ground-to-air missile designed to intercept enemy drones or aerial vehicles.

PhantomTM is an electronic battlefield decoy system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations to deceive and confuse adversaries.

(INN to add text and pictures from Company’s investor presentation)

Thanks to a Notice of Allowance issued by the United States Patent and Trademark Office (USPTO) in October 2020 for the company’s patent application covering its PhantomTM electronic battlefield decoy, the company is one step closer to achieving its goal.

The platform addresses the needs required for miniaturized electronic decoys that soldiers or drones can deploy in contested areas of operation in order to prevent the opposition from locating NATO forces.

Former Canadian RCEME officer, served as System Engineer for three Major Army Crown Projects before moving to the private sector. Nineteen years experience as General Manager of Diemaco / Colt Canada. Expert in the Small Arms and Soldier Systems field as well as all aspects of manufacturing. Formed KWESST Micro Systems in 2017 to pursue opportunities in the networking and digitization of legacy and future weapons systems.

Serial entrepreneur in defence and security industry. Former Canadian infantry officer and senior official with the Canadian and British governments before leading the global build-out of successive defence and security companies. Founded Simunition, the world leader in simulated munitions for close-quarters’ combat training of military and police. Led the build-out of Allen Vanguard from $5M to $300M, where he remains Chairman. Former Executive Chairman of United Tactical Systems.

John McCoach retired from full-time employment in 2016. At that time he was President, TSX Venture Exchange; a role he held for seven years. John is a director of the Capital Markets Authority Implementation Organization. CMAIO is tasked by The Government of Canada, six provinces and one territory to create a pan Canadian securities commission. He is also the Lead Director, Liberty Defense Holding Ltd. John was a director, and Interim CEO, of Nautilus Minerals Inc. John is also a director of the Royal Canadian Marine Search and Rescue.

Mr. Archambault began his career as a CPA, CA with Ernst & Young LLP, followed by senior finance positions at AXIS Capital, a global insurer and reinsurer, and more recently had CFO roles with small cap public Canadian companies listed on the TSX-V and CSE in media broadcasting technology and health & wellness industries.

Paul has held senior business development positions within two of Canada’s largest law firms – Gowlings WLG and more recently Borden Ladner Gervais LLP where he was responsible for the firm’s defence and security as well as international expansion strategies which encompassed Asia Pacific, United Kingdom, and the United States. His network includes exceptionally strong ties to the defence community and diplomatic defense attaché network, notably with the USA (Air Force, Army, Navy, USMC), Five Eyes, Korea, Ukraine, Israel, NATO, and Middle Eastern (Gulf States).

Paul is a 34-year veteran of the high technology sector. He has an MBA in High Technology from Northeastern University and a BA in Economics from Harvard. In 2015, he established Surculus Advisors, a management consulting firm providing advice, leadership, to SME companies in the high-tech sector including aerospace and defence. Prior to forming Surculus Advisors, Paul was a Division President at L-3 Communications (NYSE: LLL). Paul worked as SVP, Business Development at VT Griffin, and President & COO of Proterion Corporation.

Elisabeth Preston is Chief Legal Counsel for a top tier international defence company with widespread global operations. She is an international business and trade lawyer, with significant transactional experience in many jurisdictions. Her experience spans more than thirty years advising companies as an executive in areas relating to governance, cross-border marketing, strategic relationships, major commercial transactions and financings to fund growth.

Fifteen years in the Royal Australian Air Force. Transitioned to an industry where he has built upon his military experience with 20 + years of Systems Engineering and Program Management with Defense and communications companies such as CAE Inc, Lockheed Martin, General Dynamics, DRS Technologies and Colt Canada.

Mr. Dunn’s career includes being Chief Operating Officer for ARTEMIS, Inc., the Naval Service Lead for Rapid Prototyping at Booz Allen Hamilton, and Director Strategic Development at General Atomics Aeronautical Systems. He is the recipient of several medals and awards during a twenty-year career as a U.S. Marine AV-88 Harrier pilot and mission commander.

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KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) ("KWESST" or the "Company") announces it has awarded stock options pursuant to its Long-Term Performance Incentive Plan, to its Chief Financial Officer to purchase up to an aggregate of 100,000 common shares of the Company. The stock options are exercisable at a price of $0.205 per share and will expire on July 22, 2027.

KWESST (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) commercializes breakthrough next-generation tactical systems for military and security forces and personal defense. The company's current portfolio of unique proprietary offerings includes non-lethal systems (PARA OPSTM and ARWENTM) with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST also facilitates digitization of tactical forces with its signature TASCS system for real-time awareness and targeting information from any source (including drones) streamed directly to users' smart devices and indirect fire weapons. Other KWESST products include countermeasures against threats such as drones, lasers and electronic detection. These include: the PhantomTM electronic battlefield deception system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations that deceive and confuse adversaries; a Battlefield Laser Detection System to counter the emerging threat of laser targeting of personnel; and, a non-kinetic system to counter the threat of tactical drones. These systems can operate stand-alone or integrate seamlessly with third-party OEM products and networked battlefield management systems such as 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: Steve Archambault, CFO, archambault@kwesst.com or (613) 317-3941

Jason Frame, Investor Relations: frame@kwesst.com

Dave Gentry, CEO RedChip Companies 1-800 RED-CHIP (733-2447) | 407-491-4499 | KWEMF@redchip.com

Angela Trostle Gorman angela@AMWPR.com 1-917-348-0083

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/132143

News Provided by Newsfile via QuoteMedia

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

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 1,600,000 units at a price of $0.215 per unit, for aggregate gross proceeds to KWESST of $344,000.

"As a result of a close business associate's expression of interest to further increase their investment in the Company, along with certain insiders, we welcome this additional capital to finance our near-term working requirements," said Executive Chairman David Luxton.

Each of the 1,600,000 units is comprised of one common share and one-half common share purchase warrant (the "Warrants"). Each Warrant entitles its holder to acquire one additional common share of KWESST at a price of $0.285 for a period of 24 months from the closing date. There was no finder fee paid in this private placement.

As a result of the closing of the private placement, there are 53,759,640 common shares of KWESST issued and outstanding.

Directors and officers of KWESST (the "Insiders") purchased 406,975 Units for a total consideration of $87,500. The issuance of Units to the Insiders constitutes a related party transaction but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as KWESST's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and neither the fair market value of the units issued to the Insiders, nor the fair market value of the entire private placement, exceeds 25% of the Company's market capitalization. KWESST did not file a material change report with respect to the participation of the Insiders at least 21 days prior to the closing of the Offering as the insiders' participations were not determined at that time.

All securities issued in connection with the private placement are subject to a statutory hold period in Canada expiring four (4) months and one (1) day from the closing of the Offering. The Offering remains subject to final acceptance of the TSX Venture Exchange.

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.

KWESST (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) commercializes breakthrough next-generation tactical systems for military and security forces and personal defense. The company's current portfolio of unique proprietary offerings includes non-lethal systems (PARA OPSTM and ARWENTM) with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST also facilitates digitization of tactical forces with its signature TASCS system for real-time awareness and targeting information from any source (including drones) streamed directly to users' smart devices and indirect fire weapons. Other KWESST products include countermeasures against threats such as drones, lasers and electronic detection. These include: the PhantomTM electronic battlefield deception system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations that deceive and confuse adversaries; a Battlefield Laser Detection System to counter the emerging threat of laser targeting of personnel; and, a non-kinetic system to counter the threat of tactical drones. These systems can operate stand-alone or integrate seamlessly with third-party OEM products and networked battlefield management systems such as 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: Steve Archambault, CFO, archambault@kwesst.com or (613) 317-3941

Jason Frame, Investor Relations: frame@kwesst.com

Dave Gentry, CEO RedChip Companies 1-800 RED-CHIP (733-2447) 407-491-4499 KWEMF@redchip.com

Angela Trostle Gorman angela@AMWPR.com 1-917-348-0083

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/130964

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KWESST Micro Systems Inc. (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) ("KWESST" or the "Company"), a developer of next-generation tactical systems for military, security, and personal defense markets, today announced that it has been awarded a three-year contract by CounterCrisis Technology Inc. ("CC-T") to design, develop, and implement a significant component of a national Ground Search and Rescue Incident Command System (GSAR ICS) for Public Safety Canada. Under the contract, KWESST and CC-Twill create a Search And Rescue (SAR) planning, operations management, and situational awareness service that incorporates a custom SAR plug-in application for ATAK. ATAK is increasingly the preferred software system throughout NATO for enabling real-time shared situational awareness.

"In partnership with CC-T, we are very pleased to have won this bid with Public Safety Canada, following an extensive competitive process," said Rick Bowes, VP of Digitization and Counter-Threat Products at KWESST. "This is significant beyond the modest dollars involved since it further validates KWESST as the go-to company for integrated tactical level situational awareness information systems, including ATAK, for both military and public safety operations, and will showcase our capabilities to other potential customers. When soldiers and responders all have the same information in real time the result is a safer and more effective operation, whatever the mission."

The GSAR ICS project announced today is a version of KWESST's advertised Critical Incident Management System (CIMS) for the public safety market (https://kwesst.com/critical-incident-management-cims/). CIMS puts situational awareness information into the hands of responders on their smart phones or tablets in real time from any source including drones.

The contract awarded to KWESST is valued at approximately $678,000, net of in-kind contributions of approximately $76,000, over three years with services to commence in July 2022.

KWESST Micro System Inc. (TSXV: KWE) (OTCQB: KWEMF) (FSE: 62U) commercializes breakthrough next-generation tactical systems for military and security forces and personal defense. The company's current portfolio of unique proprietary offerings includes non-lethal systems (PARA OPSTM and ARWENTM) with application across all segments of the non-lethal market, including law enforcement and personal defence. KWESST also facilitates digitization of tactical forces with its signature TASCS system for real-time awareness and targeting information from any source (including drones) streamed directly to users' smart devices and indirect fire weapons. Other KWESST products include countermeasures against threats such as drones, lasers and electronic detection. These include: the PhantomTM electronic battlefield deception system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations that deceive and confuse adversaries; a Battlefield Laser Detection System to counter the emerging threat of laser targeting of personnel; and, a non-kinetic system to counter the threat of tactical drones. These systems can operate stand-alone or integrate seamlessly with third-party OEM products and networked battlefield management systems such as ATAK. The Company is headquartered in Ottawa, Canada, with operations in Stafford, VA and representative offices in London, UK and Abu Dhabi, UAE.

CounterCrisis Technology Inc. is a Canadian private incident management technology solutions based in Ottawa that provides technology-related solutions to help its customers prepare for any identified hazard or risk, including but not limited to those that fall under the following category: accidently human-caused, biological, geological, humanitarian, intentional human-caused, meteorological, and technological.

For more information, please visit https://kwesst.com/ Contact: Steve Archambault, CFO, archambault@kwesst.com or (613) 241-1849 Ext. 116

Jason Frame, Investor Relations: frame@kwesst.com

Dave Gentry, CEO RedChip Companies 1-800 RED-CHIP (733-2447) 407-491-4499 KWEMF@redchip.com

Angela Trostle Gorman angela@amwpr.com 1-917-348-0083

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/130235

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KWESST Micro Systems Inc. (TSXV:KWE) (“KWESST” or “the Company”) today announced the successful completion of the first phase of three deliverables under a contract to support a U.S. military customer featuring the Company’s signature Tactical Awareness and Situational Control System” (“TASCS”).

This first deliverable under a $500,000 (CAD) contract demonstrated the TASCS Integrated Fires Module (“IFM”) on mortars and the Augmented Weapon Sight (“AWS”), a system developed by AeroVironment Inc. (“AeroVironment”) and KWESST to provide real-time situational awareness and targeting information. AWS streams Full Motion Video (“FMV”) from an overhead Unmanned Aerial Vehicle (“UAV” or “drone”) manufactured by AeroVironment into the TASCS architecture for the purpose of target identification, accurate first-shot hits and real-time Battle Damage Assessment (“BDA”). The AWS system has been an ongoing collaboration between KWESST and AeroVironment.

“These important military exercises demonstrate the maturity of the TASCS system,” said KWESST CEO Jeff MacLeod. “We are very pleased at the performance of the system and the valuable user feedback. We expect the next two contracted demonstration exercises later this year to attract added customer attention and the development of operating procedures that will be employed in more extensive exercises expected in early 2021.”

David Luxton, Executive Chairman, added, “Demonstration exercises like this with military customers are an important phase in the process towards potential introduction into service. It is very encouraging that this key U.S. military customer is scheduling additional exercises, and that at least two other NATO military customers have similar capability demonstration contracts under consideration.”

About TASCS, IFM and AWS

“TASCS” is an app and snap-on weapon adaptor that streams situational awareness and targeting information from any source directly to soldiers’ smart devices and their weapons systems for a leap ahead in safer and more effective engagement of adversaries. “IFM” is the variant of TASCS that integrates this capability into many short-range and long-range weapons systems, including grenade launchers and mortars. “AWS” utilizes the TASCS system to stream situational and targeting information from AeroVironment Unmanned Aerial Vehicles (“UAV”s, or “drones”) directly to the TASCS display on soldiers’ smart devices and weapons systems in real time.

KWESST develops and commercializes high-value ultra-miniaturized technology applications that make a critical difference to the safety and operational effectiveness of personnel in the defence and security industries. The company’s current portfolio of unique proprietary offerings include: its signature TASCSTM (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; the autonomous Grey GhostTM 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. All systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems including Frontline, Edge, Killswitch and ATAK (Android Tactical Assault Kit) among others. KWESST also has developmental “smart ordnance” projects including its “Shot Counter” system, which records the number and type of rounds fired, for optimized firearms maintenance and performance. The Company is headquartered in Ottawa, Canada, with representative offices in Washington, DC, London, UK and Abu Dhabi, UAE and trades on the TSXV under the symbol KWE.

Contact: Jason Frame, Investor Relations Email: frame@kwesst.com For more information please visit www.kwesst.com

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the timing for the commencement of trading and the plans and operations of KWESST after giving effect to the Qualifying Transaction. 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.

Click here to connect with KWESST Micro Systems (TSXV:KWE) for an Investor Presentation.

BioHarvest Sciences Inc. (CSE: BHSC) (OTCQB: CNVCF) (FSE: 8MV) ("BioHarvest" or "the Company") has announced the first multimedia campaign for VINIA™ in the USA, Phase 1. The company is scaling up its US marketing in line with a 2022 growth plan that aims for significant growth in sales orders following commercial entry in 2021.

"We are delighted to launch our first integrated marketing campaign aimed at expanding our loyal customer base here in the USA," said CEO Ilan Sobel, in New York for the launch. "Bringing our new 20 Ton production facility online was integral to scaling global VINIA™ supply, so this marketing launch is testament to the entire VINIA™ team's coordinated dedication to making it happen."

The initial phase will include TV and online advertising with a special focus on Christian programming, which includes TBN (Trinity Broadcasting Network, the world's largest religious-based television network). As part of the sponsorship agreement with TBN, Sobel will appear on the network's flagship shows hosted by Eric Metaxas and Mike Huckabee, with all content to be supported by advertising and educational online content.

New 60-second VINIA™ commercials were created specifically for the TBN campaign, to start Aug 15, 2022 (View example here)

The campaign underscores VINIA's concept of "Cellular Nutrition" and the benefits of increased blood flow, bringing in Sobel and members of his own family.

"I am inspired every day to hear from our customer community on ways that VINIA™ is improving their health," Sobel said. "We measure our success by our ability to make significant positive impact to people's lives, and as such our products' efficacy is proven not only in the clinical trials but also on a daily basis with VINIA's users."

See this link for a review of the impact on three generations of the Sobel family.

BioHarvest Sciences Inc. (CSE: BHSC) is a fast-growing Biotech firm listed on the Canadian Securities Exchange. BioHarvest has developed a patented bio-cell growth platform technology capable of growing the active and beneficial ingredients in fruit and plants, at industrial scale, without the need to grow the plant itself. This technology is economical, ensures consistency, and avoids the negative environmental impacts associated with traditional agriculture. BioHarvest is currently focused on nutraceuticals and the medicinal cannabis markets. Visit: www.bioharvest.com.

BioHarvest Sciences Inc. Ilan Sobel, Chief Executive Officer

For further information, please contact: Dave Ryan, VP Investor Relations & Director Phone: 1 (604) 622-1186 Email: dave@bioharvest.com

Twitter: https://twitter.com/bioharvestbhsc Facebook: https://www.facebook.com/BioHarvestSciences LinkedIn: https://www.linkedin.com/company/bioharvestsciences/ YouTube: https://www.youtube.com/channel/UCGRJWztmLoycsLFWqwXAzAw

Information set forth in this news release includes forward-looking statements that are based on management's current estimates, beliefs, intentions, and expectations, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There is no assurance that strong sales metrics experienced to date will result in future demand or that proposed additional marketing expenditures will result in increased sales. There is no assurance that the company will achieve significant growth in sales orders as this would require that the marketing campaign is successful which is subject to uncertainty, particularly the response of target audiences to the campaign. Markets for nutraceuticals are unpredictable and subject to changes in consumer tastes and trends as well as economic factors beyond our control. Delays and cost overruns may result in delays achieving our objectives obtaining market acceptance, and regulatory approvals for geographic expansion are subject to risk and cannot be guaranteed.

All forward-looking statements are inherently uncertain and actual results may be affected by a number of material factors beyond our control. Readers should not place undue reliance on forward-looking statements. BHSC does not intend to update forward-looking statement disclosures other than through our regular management discussion and analysis disclosures.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/134209

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DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") has changed its appointed auditor from Baker Tilly WM LLP ("Former Auditor") to Zeifmans LLP ("Successor Auditor") effective August 5th, 2022. DGTL Holdings Inc. board of directors accepted the resignation of the Former Auditor and appointed the Successor Auditor as the new auditor of the Company effective August 5th, 2022, and to hold office until the close of the Company's next annual general meeting of shareholders.

There were no reservations in the Former Auditor's audit reports for any financial period during which the Former Auditor was the Company's auditor. There are no "reportable events" (as the term is defined in National Instrument 51-102 - Continuous Disclosure Obligations) between the Company and the Former Auditor. In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Company's audit committee and board of directors and filed on SEDAR.

For more information contact Investor Relations Email: IR@dgtlinc.com Phone: +1 (877) 879-3485 --

DGTL Holdings Inc. is building a portfolio of digital media technologies and services. DGTL (i.e., Digital Growth Technologies and Licensing) specializes in accelerating fully commercialized enterprise level SaaS (software-as-a service) companies entering a rapid growth lifecycle stage within the sectors of social, mobile, gaming and streaming. DGTL's vision is to build a walled garden digital media conglomerate via M&A and a blend of unique capitalization structures. DGTL is traded on the Toronto Venture Exchange as "DGTL", the OTCQB exchange as "DGTHF", and the FSE as "A2QB0L".

For more information, visit: www.dgtlinc.com

As a wholly owned subsidiary, Engagement Labs is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. Their flagship TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for itsF500 level clients. Engagement Labs is expanding its products and service offerings to a full-service social media marketing content, analytics and distribution-based social management platform.

To learn more visit https://dgtlinc.com/social-media-analytics.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/133993

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Graphene Manufacturing Group Ltd. (TSXV: GMG) (FSE: 0GF) ("GMG " or the "Company") is pleased to advise that the Company has taken a Final Investment Decision ("FID") on Phase 1 of its graphene manufacturing expansion project. The expansion project includes an executed 5 year lease to expand total office and warehouse space to 3,500 square metres, the next generation of the Company's proprietary graphene production technology with enhanced automation, a micro-grid with energy storage component to improve commercial and environmental electricity supply for the production process, and an infrastructure corridor to allow rapid scaling of further graphene manufacturing capacity during future phases of the graphene manufacturing expansion project. The project will be managed and executed by the Company's engineers with Wood engineering (the Company's graphene manufacturing scaling engineering service supplier) providing safety, assurance and design review services.

Following positive potential customer feedback from G+AI battery coin cell prototype testing, and ongoing enhancements to the Company's unique graphene production process, the Company believes enhanced and expanded production facilities are now appropriate.

The lease commitment of the additional new office and warehouse space of 1,500 square metres, which is adjacent to the existing Company leased 2,000 square metre office and warehouse, is intended to accommodate new staff and expand graphene manufacturing capacity.

The Phase 1 expansion project is expected to provide ample graphene supply for the production of the Company's graphene aluminium-ion battery ("G+AI Battery") coin cells, as well as the Company's energy saving liquid graphene products. The total investment of approximately AU$1.5 million is expected to be fully commissioned by first half of 2023. This project was envisaged in the September 2021 market raise but now also includes costs to relocate all of GMG's existing graphene manufacturing capacity adjacent to its new headquarters and Battery Development Centre ("BDC") in Brisbane, Australia.

GMG's Managing Director and CEO, Craig Nicol, commented: "Taking FID on this project is not only a reflection on the level of confidence we have in manufacturing high quality graphene for our applications at scale, it's also a reflection of our confidence to commercialise energy savings and energy storage applications in the near term. It is very pleasing to see that we are now scaling up our graphene manufacturing capacity using the propriety process that we developed ourselves since 2017."

A potential subsequent FID for further expanded graphene production which is expected to be located in the new warehouse space, will be considered upon the maturing of targeted commercialisation opportunities for either the Company's G+AI Battery and energy saving liquid graphene products. The newly leased site is expected to have enough space to enable multiple such increases of production.

By increasing the use of solar power, co-generation and energy storage systems, electricity supply will be largely self-sufficient and achieve a lower carbon emissions footprint for the production facility.

GMG is a clean-technology company which seeks to offer energy saving and energy storage solutions, enabled by graphene, including that manufactured in-house via a proprietary production process.

GMG has developed a proprietary production process to decompose natural gas (i.e. methane) into its elements, carbon (as graphene), hydrogen and some residual hydrocarbon gases. This process produces high quality, low cost, scalable, 'tuneable' and low/no contaminant graphene suitable for use in clean-technology and other applications. The Company's present focus is to de-risk and develop commercial scale-up capabilities, and secure market applications.

In the energy savings segment, GMG has focused on graphene enhanced heating, ventilation and air conditioning ("HVAC-R") coating (or energy-saving paint), lubricants and fluids. In the energy storage segment, GMG and the University of Queensland are working collaboratively with financial support from the Australian Government to progress R&D and commercialization of graphene aluminium-ion batteries ("G+AI Batteries").

For further information, please contact: - Craig Nicol, Chief Executive Officer and Managing Director of the Company at craig.nicol@graphenemg.com, +61 415 445 223 - Leo Karabelas at Focus Communications, info@fcir.ca , +1 647 689 6041

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "expects" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or will "potentially" or "likely" occur. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the FID on Phase 1 and a subsequent second phase of the manufacturing plant expansion project; Wood's participation in the expansion project; the timing and cost of completion of Phase 1; the enhancements to the production facility stemming from the completion of Phase 1 and subsequent phases; the ability of the expansion project to provide adequate graphene to produce G+AI battery coin cells and liquid graphene products; the production, commercialisation, scaling, quality and application of G+AI battery coin cell and theCompany's energy saving liquid graphene products; and the impact, use and capability of the expanded facility.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, risks related to uncertain demand for the Company's products, the effectiveness of Company's deployment of resources, including its personnel, the intention of the Company to develop and produce certain products, that the Company will not be successful in expanding the production facility as expected, uncertainty regarding costs of expanding the facility, that the results of the expanded facility will not be aligned with management's expectations, and that the production, commercialisation, scaling, quality and application of the G+AI battery coin cell and theCompany's energy saving liquid graphene products will differ from expectations.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the deployment of the Company's resources and personnel, that the Company will be able to expand the production facility as expected, the accuracy of the Company's expectations in relation to the effect of the Phase 1 and further expansion, and its impact on the production, commercialisation, scaling, quality and application of the Company's products.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/134079

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Billy Goat Brands Ltd. (the " Company " or " Billy Goat ") (CSE: GOAT), is pleased to announce that further to its news release dated June 30, 2022, it has completed the acquisition of Kojo Pet Performance Inc. (" Kojo ") in consideration of 25,000,000 common shares of the Company (each a " Consideration Share ") issued at a deemed price of $0.039 per share to the existing shareholders of Kojo (collectively, the " Vendors "). Kojo is an innovative pet-food brand focused on producing and marketing plant and cell-based pet food offerings.

Furthermore, the Vendors are eligible to earn up to an additional 30,000,000 Consideration Shares upon the realization of the following performance milestones by Kojo within 36 months from the date of closing:

The acquisition of Kojo was completed pursuant to a share purchase agreement entered into amongst the Company, Kojo and the Vendors, dated August 15, 2022. The Company is at arms-length from Kojo, and each of the Vendors. The acquisition of Kojo neither constitutes a fundamental change nor a change of business for the Company, nor has it resulted in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. No finders' fees or commissions were payable in connection with the acquisition of Kojo.

Billy Goat Brands is an investment issuer focused on investing in high-potential companies operating in the plant-based food technology sector. It intends to accomplish these goals through the identification of and investment in securities of private listed entities that are involved in the food and beverage industry, with a focus on: (i) plant-based protein, (ii) functional foods, (iii) food technology, (iv) fermented foods, and (v) cultured and cell agriculture. The Company plans to generate returns on its investments through various outcomes, including but not limited to go-public transactions, mergers or acquisitions, and the other liquidity events of its investee companies or projects. The paramount goal of the Company will be to generate maximum returns from its investments in a manner consistent with its environmental, social and governance values.

For more information about the Company, please visit https://billygoatbrands.com/. The Company's final prospectus, financial statements and management's discussion and analysis, among other documents, are all available on its profile page on SEDAR at www.sedar.com .

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING "FORWARD-LOOKING" INFORMATION

This news release contains certain forward-looking statements within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. The Company has provided the forward-looking statements in reliance on assumptions that it believes are reasonable at this time. All such forward-looking statements involve substantial known and unknown risks and uncertainties (including those risk factors identified in the Company's prospectus dated February 15, 2022), certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, delays resulting from or inability to obtain required regulatory approval. The reader is cautioned that the assumptions used in the preparation of the forward-looking statements may prove to be incorrect and the actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits, including the amount of proceeds, the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. The Company is under no obligation, and expressly 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 expressly required by applicable law.

Billy Goat Brands Ltd. Investor Relations Email: info@billygoatbrands.com Phone: 604-687-2038

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Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP" or the "Company") a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce that PWWR Flow, the combined heat and power ("CHP") brand of the Company, is advancing a CHP project of approximately $2.2 million in capital for a condominium in mid-town Toronto, Canada (the " CHP Project "). The CHP Project is expected to generate more than $16 million in total revenue for PWWR Flow over a 25-year Energy Service Agreement ( "ESA ") timeframe.

"Our PWWR Flow brand is positioned to deliver more immediate revenue and contribute to earnings for AFCP as a complement to our longer-term, hydrogen-powered alkaline fuel cells ", commented Frank Carnevale, CEO. "We are actively moving through our $50 million sales pipeline of CHP projects, and we have already begun discussions to grow beyond it."

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9e37fddf-d43f-43ca-97a4-0387efe92307

PWWR Flow Mid-town Toronto CHP Project

As outlined within the PWWR Flow acquisition closing press release dated April 22, 2022, the Company has officially notified the applicable Condo Corporation (" Condo Corp ") that PWWR Flow is moving ahead with development of the estimated $2.2 million CHP Project, targeting a July 2023 Commercial Operation Date. The ESA was signed with the Condo Corp on April 21, 2021. The CHP Project would produce electricity and heat on a 24/7 basis for the baseload of the condominium.  The electricity produced will be sold to the Condo Corp at up to 20 percent discount to the market price that the Condo Corp would otherwise pay to their local electricity distribution company, which brings them significant savings. The heat produced will be sold at the price equivalent to the condominium's current heating cost. It is a high-efficiency CHP system with estimated annual efficiency of approximately 75 percent.

AFCP is immediately commencing the connection impact assessment study, required to connect in Toronto Hydro service territory, as well as the final engineering design. The Company expects to order the CHP engine in Q4 of 2022, and the Company does not anticipate any supply chain issues with delivery.

As reported in the Company's Q2 Financials on August 12, 2022, AFCP had approximately $3.1 million in cash at quarter end. To supplement this cash balance, the Company anticipates securing project debt on CHP systems, AI 2191 Yonge Ltd., and this latest project, by Q4 2022. In the interim, AFCP will continue to allocate its current cash toward further projects development.

As detailed within our June 20, 2002 press release, the Company has provided an outlook for the balance of 2022, a key component of which includes continuing to progress growth of the PWWR Flow Streams business. AFCP intends to expand the Company's asset installation base by leveraging the ongoing revenue and earnings generated through PWWR Flow as we continue to develop the $50 million worth of PWWR Flow projects in our pipeline over the next few years.

ABOUT Alkaline Fuel Cell Power CORP. (NEO: PWWR)

AFCP is a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech. We bring ‘Power to the People' today, combining a stable revenue stream with a future- forward vision to commercialize our advanced hydrogen fuel cell technology to meet the massive global market need, and ultimately generate compelling returns for investors.

AFCP operates through two global entities: Fuel Cell Power NV, a wholly owned subsidiary in Belgium, and PWWR Flow Streams ("PWWR Flow"), an AFCP brand in Canada.

AFCP is well positioned to deliver ‘Power to the People' in the global energy transition while offering a diversified cleantech growth platform for investors.

Further information is available on the Company website at https://www.fuelcellpower.com/ , and the Company encourages investors and other interested stakeholders to follow it on:

LinkedIn, Twitter, Facebook, Instagram and YouTube. Common shares are listed for trading on the NEO Exchange ("NEO") under the symbol " PWWR ", the OTC Venture Exchange "OTCQB" under the symbol " ALKFF " and on the Frankfurt Exchange under symbol " 77R " and " WKN A3CTYF " .

For further information, please contact:

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "occur" or "achieve". Forward-looking statements may include, but are not limited to, statements with respect to the Company's technology, intellectual property, business plan, objectives and strategy.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP" or the "Company") a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce that PWWR Flow, the combined heat and power ("CHP") brand of the Company, is advancing a CHP project of approximately $2.2 million in capital for a condominium in mid-town Toronto, Canada (the " CHP Project "). The CHP Project is expected to generate more than $16 million in total revenue for PWWR Flow over a 25-year Energy Service Agreement ( "ESA ") timeframe.

"Our PWWR Flow brand is positioned to deliver more immediate revenue and contribute to earnings for AFCP as a complement to our longer-term, hydrogen-powered alkaline fuel cells ", commented Frank Carnevale, CEO. "We are actively moving through our $50 million sales pipeline of CHP projects, and we have already begun discussions to grow beyond it."

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9e37fddf-d43f-43ca-97a4-0387efe92307

PWWR Flow Mid-town Toronto CHP Project

As outlined within the PWWR Flow acquisition closing press release dated April 22, 2022, the Company has officially notified the applicable Condo Corporation (" Condo Corp ") that PWWR Flow is moving ahead with development of the estimated $2.2 million CHP Project, targeting a July 2023 Commercial Operation Date. The ESA was signed with the Condo Corp on April 21, 2021. The CHP Project would produce electricity and heat on a 24/7 basis for the baseload of the condominium.  The electricity produced will be sold to the Condo Corp at up to 20 percent discount to the market price that the Condo Corp would otherwise pay to their local electricity distribution company, which brings them significant savings. The heat produced will be sold at the price equivalent to the condominium's current heating cost. It is a high-efficiency CHP system with estimated annual efficiency of approximately 75 percent.

AFCP is immediately commencing the connection impact assessment study, required to connect in Toronto Hydro service territory, as well as the final engineering design. The Company expects to order the CHP engine in Q4 of 2022, and the Company does not anticipate any supply chain issues with delivery.

As reported in the Company's Q2 Financials on August 12, 2022, AFCP had approximately $3.1 million in cash at quarter end. To supplement this cash balance, the Company anticipates securing project debt on CHP systems, AI 2191 Yonge Ltd., and this latest project, by Q4 2022. In the interim, AFCP will continue to allocate its current cash toward further projects development.

As detailed within our June 20, 2002 press release, the Company has provided an outlook for the balance of 2022, a key component of which includes continuing to progress growth of the PWWR Flow Streams business. AFCP intends to expand the Company's asset installation base by leveraging the ongoing revenue and earnings generated through PWWR Flow as we continue to develop the $50 million worth of PWWR Flow projects in our pipeline over the next few years.

ABOUT Alkaline Fuel Cell Power CORP. (NEO: PWWR)

AFCP is a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech. We bring ‘Power to the People' today, combining a stable revenue stream with a future- forward vision to commercialize our advanced hydrogen fuel cell technology to meet the massive global market need, and ultimately generate compelling returns for investors.

AFCP operates through two global entities: Fuel Cell Power NV, a wholly owned subsidiary in Belgium, and PWWR Flow Streams ("PWWR Flow"), an AFCP brand in Canada.

AFCP is well positioned to deliver ‘Power to the People' in the global energy transition while offering a diversified cleantech growth platform for investors.

Further information is available on the Company website at https://www.fuelcellpower.com/ , and the Company encourages investors and other interested stakeholders to follow it on:

LinkedIn, Twitter, Facebook, Instagram and YouTube. Common shares are listed for trading on the NEO Exchange ("NEO") under the symbol " PWWR ", the OTC Venture Exchange "OTCQB" under the symbol " ALKFF " and on the Frankfurt Exchange under symbol " 77R " and " WKN A3CTYF " .

For further information, please contact:

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "occur" or "achieve". Forward-looking statements may include, but are not limited to, statements with respect to the Company's technology, intellectual property, business plan, objectives and strategy.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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