Exhibit 107
Calculation of Filing Fee Tables
FORM F-1
(Form Type)
KWESST MICRO SYSTEMS INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | Security Type | Security Class Title (1) | Fee
Calculation
or Carry
Forward Rule | Amount
Registered | Proposed
Maximum
Offering Price
Per Common Share | Maximum
Aggregate
Offering Price (1) | Fee Rate | Amount of
Registration Fee |
| Newly Registered Securities |
| Fees to be Paid | Equity | Common Shares (2) | Rule 457(o) | | | $5,000,000 | $0.00015310 | $765.50 |
| Fees to be Paid | Equity | Pre-funded Warrants (2) | Rule 457(g) | | | (3) | $0.00015310 | |
| Fees to be Paid | Equity | Common Shares underlying Pre-funded Warrants (at an exercise price of $0.001) (2) | Rule 457(o) | | | (3) | $0.00015310 | |
| Fees to be Paid | Equity | Warrants to be issued to the placement agent (4) (5) | Rule 457(g) | | | (3) | $0.00015310 | |
| Fees to be Paid | Equity | Common Shares underlying Warrants issued to the placement agent (2) | Rule 457(o) | | | $312,500 | $0.00015310 | $47.85 |
| Fee Previously Paid | - | - | - | - | - | - | - | - |
| | Total Offering Amounts | | $5,312,500 | | $813.35 |
| | Total Fees Previously Paid | | | | $0 |
| | Total Fee Offsets | | | | $813.35 |
| | Net Fee Due | | | | $0 |
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the United States Securities Act of 1933, as amended (the "Securities Act").
(2) Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(3) No registration fee required pursuant to Rule 457(g).
(4) The warrants are exercisable at a price per common share equal to 125% of the public offering price per common share.
(5) We have agreed to issue to ThinkEquity LLC, as placement agent, placement agent's warrants (the "Placement Agent's Warrants") that are immediately exercisable at an exercise price equal to 125% of the price per common share issued in the offering, which is equal to 5.0% of the common shares and/or pre-funded warrants issued in the offering. Resales of the Placement Agent's Warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, are registered hereby. Resales of common shares issuable upon exercise of the Placement Agent's Warrants are also being similarly registered on a delayed or continuous basis hereby. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Placement Agent's Warrants is $312,500, which is equal to 125% of $250,000 (5.0% of $5,000,000).
Table 2: Fee Offset Claims and Sources
| | Registrant or
Filer Name | Form or Filing
Type | File Number | Initial Filing
Date | Filing Date | Fee Offset
Claimed | Security
Type
Associated
with Fee
Offset
Claimed | Security Title
Associated
with Fee
Offset
Claimed | Unsold
Securities
Associated with
Fee Offset
Claimed | Unsold Aggregate
Offering Amount
Associated with
Fee Offset
Claimed | Fee Paid with
Fee Offset
Source |
| | Rule 457(p) |
| Fees Offset Claims | KWESST Micro Systems Inc. | F-1 | 333-279407 | 05/15/2024 | | $ 813.35 (6) | Equity | Common Shares, no par value per share,
Pre-funded Warrants, Common Shares underlying Pre-funded Warrants, Warrants, Common Shares underlying Warrants | | $6,109,375 | |
| Fees Offset Sources | KWESST Micro Systems Inc. | F-1 | 333-279407 | | 05/15/2024 | | | | | | $ 813.35 |
(6) Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this registration statement by $813.35, which represents a portion of the $901.74 registration fee previously paid with respect to the contemplated registration of an aggregate of $6,109,375 of securities (the " Offset Securities") under the Registration Statement on Form F-1 (File No. 333-279407) filed on May 15, 2024, as amended on July 22, 2024 (the "Prior Registration Statement"). The Prior Registration Statement was not declared effective by the United States Securities and Exchange Commission and was withdrawn by the Registrant on August 14, 2024.
