Patriot One Technologies Inc. announces the terms of its public offering

Patriot One Technologies Inc. is pleased to announce that it has priced its previously announced public offering (the ‘Offering’).

The company has entered into an agency agreement with Echelon Wealth Partners Inc. (Echelon) pursuant to which Echelon has agreed to act as the agent to conduct the Offering on a commercially reasonable best efforts basis. Echelon may appoint other registered investment dealers to form a selling group.

Patriot One Technologies’ Public Offering

Pursuant to the Offering, Patriot One Technologies Inc. intends to issue up to 16,666,667 units at a price of US$ 0.60 per unit for gross proceeds of up to US$ 10,000,000.20. Each Unit will consist of a common share of the company (each, a ‘Common Share’) and one common share purchase warrant (each, a ‘Warrant’).

The Offering is expected to close on or about March 17, 2022 (the ‘Closing Date’)

Each Warrant will be exercisable into one common share (each, a ‘Warrant Share’) for a period of 36 months from the closing of the Offering, at an exercise price of US$ 0.75, subject to adjustment in certain events.

The Offering is expected to close on or about March 17, 2022 (the ‘Closing Date’) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange (the ‘TSX’) and the applicable securities regulatory authorities.

The ‘Over-Allotment Option’

Patriot One Technologies Inc. has granted the Agent an option (the ‘Over-Allotment Option’) to increase the size of the Offering by up to 9.9%, exercisable in whole or in part at any time, for a period of 30 days after and including the Closing Date (as defined herein).

The Units will be offered by way of a prospectus supplement to the company’s short form base shelf prospectus dated January 5, 2022 (together, the ‘Prospectus’) to be filed in all provinces and territories of Canada, except Québec.

The Units can be offered on a private placement basis

The Units may also be offered in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the ‘1933 Act’) and applicable state securities laws, and in other offshore jurisdictions, provided that no prospectus filing or comparable obligation arises.

In connection with the Offering, the company has agreed to issue or pay to the Agent: (i) a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), other than in respect of gross proceeds raised from purchasers on the president’s list, for which the Agent will receive a commission equal to 3.5%, and (ii) an aggregate number of agent’s warrants (the ‘Agent’s Warrants’) equal to 7.0% of the aggregate number of Units issued pursuant to the Offering (including any Units issued upon exercise of the Over-Allotment Option), other than in respect of Units sold to purchasers on the president’s list, for which the Agent will receive Agent’s Warrants equal to 3.5%.

An ‘Agent’s Warrant Share’

Patriot One intends to use the proceeds of the Offering for working capital and general corporate purposes

Each Agent’s Warrant will be exercisable into one common share (an ‘Agent’s Warrant Share’) at an exercise price of US$ 0.60 for a period of 24 months from the Closing Date.

Patriot One intends to use the proceeds of the Offering for working capital and general corporate purposes. The company will apply to list the Common Shares, Warrant Shares, Agent’s Warrant Shares and Warrants issuable pursuant to the Offering on the TSX. Copies of the prospectus, following filing thereof, can be obtained on SEDAR at www.sedar.com and from Echelon by contacting ecm@echelonpartners.com.

The Prospectus

The Prospectus contains important detailed information about the company and the proposed Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.

No securities regulatory authority has either approved or disapproved of the contents of this press release. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws.