PAT Patterson Metals Corp

Patriot One Technologies Inc. (TSX.V: PAT) (OTCQX: PTOTF) (FRANKFURT: 0PL) (“Patriot One” or the “Company”), maker of the award-winning PATSCAN™ threat detection system, is pleased to announce it has entered into a binding operating agreement in respect of the creation of a new Joint Venture (“JV”) to commercialize a technology for the stand-off detection of explosives and other threats such as chemical and biological agents as well as illicit narcotics, which has been branded as PATSCAN MCS (multi-chemical sensor). 

The JV is between Patriot One and Nano-Bio Detection Systems LLC (“Nano-Bio”), a Wyoming company that holds licensed technology from the University of Texas used for the detection of airborne molecules. Applications of the Nano-Bio technology are proposed to include remote detection of explosive compounds and related substances vital to threat detection. As its initial contribution for a 50% interest in the JV, Nano-Bio has granted the JV a license to develop and commercialize the technology for applications relating to defense, security, prohibited substance detection and law enforcement.

Highlights of this innovative technology include:

• Ability to function covertly in non-invasive deployments and sample at distance employing IoT enabled hardware.
• Operation as a stand-alone solution or integrated with related threat detection systems.  
• Stand-off mass casualty threat detection capability for both military and civilian applications.
• Designed to detect airborne trace chemicals with a parts-per-trillion sensitivity, enabling the identification of explosives, chemical warfare agents, volatile organics, nerve agents and narcotics.
• Features a robust, scalable sensor array amenable to mass-production.
• Multiple pending patents, with additional patent submissions anticipated within 12 months. 

“This joint venture is an exciting undertaking,” said Martin Cronin, President and CEO of Patriot One. “Our company has been searching for and evaluating innovations in threat detection for inclusion in our multi-sensor PATSCAN platform and this chemical threat detection technology is truly game-changing. I have no doubt that it will save lives both on the battlefield and in our cities.”

The joint venture will engage Craig Micklich, founding CEO of Nano-Bio, to act as the CEO of the JV entity called Sotech Secure, LLC (“Sotech”) and lead its product development team. Prior to Nano-Bio, Craig Micklich served as Senior Vice President, Financial Services with Morgan Stanley. In addition, he served 13 years as a U.S. Navy SEAL. Mr. Micklich earned his B.B.A. and M.B.A. from National University.

“Patriot One was a natural partner for us, as our vision and mission are completely aligned,” said Mr. Micklich. “My service in the U.S. military taught me that forewarned is forearmed, and I expect this stand-off threat detection capability will be a life saver for our general public and military personnel. I am excited to join forces with Patriot One, a global leader that is advancing threat detection innovations for public safety.”

The JV will also engage Dr. Shalini Prasad of the University of Texas as a strategic and technical advisor. Dr. Prasad is currently the Director of the Biomedical Microdevices and Nanotechnology Laboratory and a Professor in the Department of Bioengineering and Biomedical Engineering graduate program at the University of Texas at Dallas since 2011. She also holds an adjunct appointment in the department of Physics at Portland State University. She received her bachelor’s degree in Electronics and Communication Engineering from the University of Madras, India in 2001 and obtained her Ph.D. degree in Electrical Engineering from the University of California, Riverside in 2004.

Transaction Details In consideration of the grant of the exclusive technology license to the JV, Patriot One will pay Nano-Bio up to US$3,000,000 as follows: (1) US$1,000,000 following execution of the Agreement, (2) US$1,000,000 on or before March 2, 2019; and (3) US$1,000,000 upon the completion by the JV of transactions resulting in an injection of non-debt working capital (i.e.: revenue) of greater than US$1,000,000. Patriot One will fund the initial research and product development expenses subject to board approvals and a mutually agreed option whereby Nano-Bio may increase its interest in the joint venture up to 70% within 18 months of the effective date of the Agreement in consideration of a payment to Patriot One equal to 100% of all development expenses to-date. If exercised, all future funding obligations between Patriot One and Nano-Bio would be on a pro rata (30%-70%, respectively) basis. Pursuant to the Agreement, Sotech will pay two net profit royalties, one to Nano-Bio in the amount of 20%, and one to the University of Texas in the amount of 2.5%.

The Agreement contains standard representations, warranties and covenants concerning confidentiality, non-solicitation and non-competition, as well as certain supporting provisions customary for an agreement of this nature. As part of its ongoing public company disclosure obligations, details regarding the terms and conditions of its agreements are regularly filed on SEDAR (www.sedar.com) for public review.

Cantech Investment Conference

Patriot One’s Martin Cronin will be sharing highlights of the joint venture between Patriot One and Nano-Bio during his presentation at the 2019 CANTECH Investment Conference in Toronto, Ontario, Canada. The presentation will be at 4:10pm EST on Tuesday, January 29th at the at the Metro Toronto Convention Centre.   

On Behalf of the Board,

“Martin Cronin”

Martin Cronin, Chief Executive Officer  

About Patriot One Technologies, Inc. (TSX.V:PAT) (OTCQX: PTOTF) (FRA: 0PL): Patriot One is the developer of the PATSCAN™ next generation software and sensor solutions for the covert detection of weapons threats. Designed as an innovative and effective platform to combat active shooter threats before they occur, the system features the award-winning PATSCAN™ CMR cognitive microwave radar system. Built for cost-effective deployment in weapon-restricted buildings and facilities, the Patriot One software solution and related hardware systems can be installed at key access points to covertly identify weapons and to alert security for the intervention of active threat events before they commence. Owner/operators of private and public facilities can now prominently post anti-weapons policies with compliance assured. The Company’s motto Deter, Detect and Defend is based on the belief that widespread use of its technology will act as an effective deterrent, thereby diminishing the epidemic phenomena of active shooters across the globe. For more information, visit: www.patriot1tech.com. Patriot One Technologies are proud winners of the 2017 Anti-Terrorism / Force Protection category of the Security Industry Association’s New Product Showcase Awards at ISC West.

For further information, please contact: Patriot One Inquiriesinfo@patriot1tech.com  www.patriot1tech.com  

Investor RelationsJohn Martin+1 (888) 728-1332johnm@patriot1tech.com  

Media Contacts:Scott Ledingham, PR Media Now+1-613-806-7135  scott@prmedianow.com

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