Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONSOLIDATED

FINANCIAL INFORMATION

Basis of Pro Forma Presentation

The following unaudited pro forma combined financial data is intended to show how the acquisition of Spectrum Control, Inc. (“Spectrum”) and SenDEC Corporation (“SenDEC”) and the consummation of the equity offerings, the borrowing of new indebtedness, and the repayment of certain previously outstanding indebtedness described below might have affected the historical financial statements of API Technologies Corp. (the “Company” or “API”) if such acquisitions and the other transactions had been completed on the first day of the reporting period and was prepared based on the historical financial results reported by API, Spectrum and SenDEC. The following should be read in connection with the historical financial statements of API and SenDEC as incorporated by reference to API’s Registration Statement on Form S-3 (File No. 333-174398), filed with the SEC on May 20, 2011 and the historical financial statements of Spectrum included as Exhibits 99.1 and 99.2 in this Form 8-K/A.

On June 1, 2011, pursuant to the Agreement and Plan of Merger, dated as of March 28, 2011 (the “Merger Agreement”), by and among the Company, Erie Merger Corp., a Pennsylvania corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Spectrum, a Pennsylvania corporation, the Company completed its acquisition of Spectrum. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Spectrum (the “Merger”), with Spectrum continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company.

Pursuant to the Merger Agreement, each share of common stock of Spectrum, other than shares owned by the Company, Merger Sub, Spectrum or any their subsidiaries, were converted into the right to receive $20.00 in cash, without interest. The total transaction value was approximately $270 million, including the value of stock options cashed-out as a result of the Merger.

On June 1, 2011, the Company entered into a Credit Agreement (the “Original Credit Agreement”) with each of the lenders party thereto (the “Original Lenders”) and Morgan Stanley Senior Funding, Inc., as lead arranger, sole book-runner and administrative agent for the Original Lenders, providing for a secured term loan in the principal amount of $200 million and a $15 million secured revolving credit facility, with an option for the Company to request an increase in the revolving credit facility commitment of up to an aggregate of $5 million. Concurrent with the closing of the Merger, the Company borrowed $200 million in term loans and used the proceeds to (i) finance the Merger, (ii) pay off certain outstanding indebtedness of the Company and its subsidiaries (including certain indebtedness of Spectrum and its subsidiaries), and (iii) pay fees and expenses incurred in connection with the Original Credit Agreement and the Merger.

On June 27, 2011 (the “Amendment Date”), the Company entered into a Common Stock Purchase Agreement, by and among the Company and the Purchasers (as defined therein), pursuant to which the Company issued approximately 4.8 million shares of its common stock in a private placement for a purchase price of $6.50 per share. After giving effect to the application of the proceeds of this equity financing to the repayment of $30 million aggregate principal amount of term loans, $170 million aggregate principal amount of term loans remained outstanding under the Amended and Restated Credit Agreement (as described below) as of the Amendment Date.

Also on the Amendment Date, the Company entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with each of the lenders party thereto (the “Lenders”) and Morgan Stanley Senior Funding, Inc., as lead arranger, sole book-runner and administrative agent for the Lenders, which amended and replaced in its entirety the Original Credit Agreement. The Amended and Restated Credit Agreement provides for a secured term loan facility in the principal amount of $170 million and a $15 million secured revolving credit facility, with an option for the Company to request an increase in the revolving credit facility commitment of up to an aggregate of $5 million.

The unaudited pro forma combined financial information also gives effect to our two recently completed private placements (the “Private Placements”) of approximately 17.1 million and 4.8 million shares of our common stock at purchase prices of $6.00 and $6.50 per share, respectively.

The unaudited pro forma combined consolidated financial statements of API have been prepared by management by combining API’s historical statements of operations and its wholly owned subsidiaries, which include pro forma adjustments for the asset acquisition of Cryptek Technologies Inc. dated July 7, 2009, the Kuchera (“KGC Companies”) asset acquisition dated January 20, 2010, and the SenDEC share acquisition dated January 21, 2011. These unaudited pro forma combined consolidated statements have been combined with that of Spectrum for the periods presented. The unaudited pro forma combined consolidated statement of operations for the fiscal year ended May 31, 2010 and for the nine months ended February 28, 2011, give pro forma effect as if the transactions had occurred on or before the first day of the reporting period.

The historical combined financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisitions of Spectrum and SenDEC, (2) factually supportable, and (3) expected to have a continuing impact on the combined results. Pro forma adjustments are based on preliminary estimates and assumptions.

The unaudited pro forma combined consolidated financial information is provided for informational purposes only. The pro forma information is not necessarily indicative of what the Company’s results of operations actually would have been had the acquisition been completed by the dates indicated. In addition, the unaudited pro forma combined consolidated financial information does not purport to project the future operating results of the Company. No effect has been given in the unaudited pro forma combined consolidated financial information for the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. The unaudited pro forma combined consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company. The unaudited pro forma combined consolidated financial information was prepared using the purchase method of accounting as required by the accounting guidance for business combinations. The purchase price has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition. Therefore, the actual amounts recorded as of the completion of their analysis might differ materially from the information presented in the unaudited pro forma combined financial statements.

API Technologies Corp.

Pro Forma Combined Consolidated Balance Sheet

As of February 28, 2011

(Unaudited)

API Technologies Corp.

Consolidated Statement of Operations

(Expressed in US Dollars)

(Unaudited)

API Technologies Corp.

Consolidated Statement of Operations

(Expressed in US Dollars)

(Unaudited)

The unaudited pro forma combined consolidated financial statements are expressed in US dollars, to be consistent with the reporting currency.

The Company is in the process of negotiating certain indemnification matters with the Payee under the Asset Purchase Agreement, dated January 20, 2010, by and among the Company, the Makers, the Payee, Kuchera Defense Systems, Inc. and KII, Inc., as amended. The Company has withheld the issuance of shares of common stock and the release of shares of common stock held in escrow pursuant to the Asset Purchase Agreement, pending resolution of the indemnification claims.

At the date of acquisition, SenDEC’s Maintenance Meters division was spun out of SenDEC and we acquired all the outstanding shares of SenDEC.

API Technologies Corp. basic pro forma earnings (loss) per share was calculated based on the unaudited pro forma combined net income (loss) and the weighted average number of shares outstanding during the reporting periods plus 21,887,060 API common shares issued as part of the Merger. The combined entity’s financial statements are prepared as if the transaction had been completed at the beginning of the period. The net loss and shares used in computing the net loss per share for the year ended May 31, 2010 and nine months ended February 28, 2011 are based on API’s historical weighted average common shares outstanding during the respective periods plus 21,887,060 common shares issued. The effect of the additional shares of API common stock issued as part of the KGC Companies acquisition has been included for purposes of presenting pro forma net loss per share. However, the effect of any common stock issuable upon the exercise of API’s stock options has been excluded from the historical and pro forma computation of net loss per share as the effect would be anti-dilutive.