EX-FILING FEES 3 exhibitfilingfees.htm EXHIBIT FILING FEES KWESST Micro Systems Inc.: Exhibit FILING FEES - Filed by newsfilecorp.com

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) (3) Rule 457(o)     $5,750,000 $0.0001476 $848.70
Fees to be Paid Equity Pre-funded Warrants (3) Rule 457(g)     (4) $0.0001476  
Fees to be Paid Equity Common Shares underlying Pre-funded Warrants (at an exercise price of $0.001) (3) Rule 457(o)     (4) $0.0001476  
Fees to be Paid Equity Warrants to be issued to the underwriter (5) (6) Rule 457(g)     (4) $0.0001476  
Fees to be Paid Equity Common Shares underlying Warrants issued to the underwriter (3) Rule 457(o)     $359,375 $0.0001476 $53.04
Fee Previously Paid - - - - - - - -
  Total Offering Amounts   $   $901.74
  Total Fees Previously Paid       $0
  Total Fee Offsets       $0
  Net Fee Due       $901.74



(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) Includes common shares that may be purchased by the underwriter pursuant to its option to purchase additional common shares to cover over-allotments. Assumes no sale of any pre-funded warrants in lieu of common shares.

(3) 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.

(4) No registration fee required pursuant to Rule 457(g).

(5) The warrants are exercisable at a price per common share equal to 125% of the public offering price per common share.

(6) We have agreed to issue to ThinkEquity LLC, as representative of the underwriters, underwriter 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 underwriter 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 underwriter 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 underwriter warrants is $359,375, which is equal to 125% of $287,500 (5.0% of $5,750,000). See Underwriting.