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File: '\\doc\emailin\20200902 192240 Attachment News Release re Conditional Approval v2.docx'
FOREMOST VENUTRES AND KWESST ANNOUNCE CONDITIONAL APPROVAL AND FILING OF FILING STATEMENT FOR THEIR QUALIFYING TRANSAC
--->TION
September 2, 2020 - Vancouver, British Columbia - Foremost Ventures Corp. ("Foremost") (TSXV: FMV.P) is pleased to ann
--->ounce that it has received conditional acceptance from the TSX Venture Exchange (the "TSXV") for the closing of its pr
--->oposed qualifying transaction with KWESST Inc. (the "QT") which, upon completion, will result in a three-cornered amal
--->gamation among Foremost, KWESST, and a wholly-owned subsidiary of Foremost. A filing statement in respect of the QT ha
--->s been prepared in accordance with the requirements of the TSXV and has been filed under Foremost's issuer profile on
--->SEDAR at www.sedar.com.
Jeff MacLeod, CEO of KWESST stated: "The amalgamation of Foremost and KWESST is an exciting step forward to the public
---> markets and in our company's growth. The people involved in Foremost are well versed in the capital markets both in C
--->anada and the U.S. We look forward to having John McCoach former President of the TSX Venture exchange and principal o
--->f Foremost as a Board member of KWESST."
John McCoach of Foremost stated "Foremost has been searching for the right company to partner with. The leadership t
--->eam at KWESST includes Jeff MacLeod, Founder and CEO, and a 20 year executive of Colt Canada, as well as David Luxton
--->, Executive Chairman of KWESST, with over 30 years of experience leading the global build-out of defence and security
--->companies, including Simunition and Allen-Vanguard, both recognized leaders in their field. I look forward to working
--->with them and my other colleagues on the board as we take KWESST into the public markets."
The completion of the QT is subject to a number of conditions, including, but not limited to, receipt of all required
--->regulatory approvals, including final TSX-V acceptance, and satisfaction of other customary closing conditions. Assumi
--->ng all conditions are satisfied, closing of the QT is expected to occur on or about Sept. 17, 2020, or such other date
---> as may be determined. The trading symbol post-closing of the QT shall be "KWE".
About KWESST
KWESST develops and commercializes high-value ultra-miniaturized technology applications that make a critical differen
--->ce to the safety and operational effectiveness of personnel in the defence and security community. The company's curr
--->ent 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' smar
--->t devices and weapons; the autonomous Grey GhostTM kinetic impact missile system that defends against small hostile dr
--->ones including swarms; a Ground Laser Defence system to counter the emerging threat of weaponized lasers against perso
--->nnel; and, the PhantomTM electronic battlefield decoy system to mask the electromagnetic signature of friendly forces
--->with decoy "ghost" signatures at false locations to deceive and confuse adversaries. All systems can operate stand-al
--->one 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 includ
--->ing its "Shot Counter" system, which records the number and type of rounds fired, for optimized firearms maintenance a
--->nd performance. The Company is headquartered in Ottawa, Canada, with representative offices in Washington, DC, London,
---> UK and Abu Dhabi, UAE.
Further Information
Reference is also made to Foremost's news releases dated March 3, 2020, May 4, 2020 and July 9, 2020 for additional in
--->formation relating to Foremost, KWESST, and the QT.
All information provided in this news release with respect to Foremost and KWESST was supplied by the parties respecti
--->vely, for inclusion herein, and each party and its directors and officers have relied on the other party for any infor
--->mation concerning the other party. For further information regarding the Transaction, please contact:
Foremost Ventures Corp.
John McCoach
Interim Chief Executive Officer
Telephone: (604) 562-6172
KWESST Inc.
Jason Frame
Investor Relation
frame@kwesst.com
Telephone: (587) 225-2599
Reader Advisory
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance
--->and, if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable
--->, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the
---> Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared in connection with the Transaction, any information released or received with respect to the Transaction may not
---> be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be
--->considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved
---> the contents of this press release.
Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) ac
--->cepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Information Advisory
This press release contains "forward-looking information", which is disclosure regarding possible events, conditions o
--->r financial performance that is based on assumptions about future economic conditions and courses of action. In partic
--->ular, the forward-looking information in this press release includes information regarding the following:
᛬ the terms of the Transaction; ᜍ
ᜑ the completion of the Transaction; ᜶
᜺ the composition of the resulting issuer's board and management; and ក
ង the resulting issuer's business. Actual results may vary from the forward-looking information in this press r
--->elease. Material risk factors that could cause actual results to differ materially from the forward-looking informatio
--->n include the following: ᢂ
ᢆ that the Exchange refuses to provide final approval of the Transaction; ᣐ
ᣔ that the parties cannot complete the proposed private placement; ᤗ
ᤛ that the parties do not obtain shareholder approval of the Transaction; ᥥ
ᥩ that the proposed directors and officers of the resulting issuer are unable to serve as directors and officer
--->s of the resulting issuer; and ᧷
᧻ the resulting issuer cannot realize its business objectives or demand for its products and services decreases
---> or disappears. ᩺
The material factors or assumptions that were used to develop the forward-looking information in this press release in
--->clude the following:
ᬋ that the Exchange will provide final approval to the Transaction; ᭏
᭓ that the proposed directors and officers of the resulting issuer are able to serve as directors and officers
--->of the resulting issuer; and ᯟ
ᯣ the resulting issuer can realize its business objectives of increasing its revenue streams and continuing to
--->secure revenue from sales of its projects. Foremost's views regarding possible events, conditions or financial perform
--->ance may change. However, Foremost does not intend to update the forward-looking information in this press release, ex
--->cept as required by applicable securities legislation. ᵵ
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