NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OF DISSEMINATION IN THE UNITED
STATES
TORONTO, Sept. 15,
2023 /CNW/ -- (TSXV:SEV) (OTCQB:SPVNF) Spectra7
Microsystems Inc. ("Spectra7" or the "Company"), a
leading provider of high-performance analog semiconductor products
for broadband connectivity markets, is pleased to announce the
closing of its previously announced private placement to certain
institutional investors and insiders of the Company (the
"Private Placement") of 2,838 units of the Company (each, a
"Unit") at a price of $1,000
per Unit for gross proceeds of $2,838,000. Each Unit consists of one 9.0%
unsecured convertible debenture of the Company (each, a
"Debenture" and, collectively, the "Debentures") in
the principal amount of $1,000, and
1,538 common share purchase warrants of the Company (each, a
"Warrant" and, collectively, the "Warrants"). All
dollar amounts in this press release are expressed in Canadian
dollars.
"This convertible debenture raise will help us expand our
working capital capacity to drive expected future revenue growth
and other growth-related needs" said Raouf
Halim, Chief Executive Officer.
Information regarding the Private Placement including the terms
of the Debentures and Warrants is set out in the Company's press
release dated September 13,
2023. Copies of the debenture indenture governing the
Debentures and other pertinent closing documents will be filed by
the Company on its SEDAR+ profile at www.sedarplus.ca.
A.G.P./Alliance Global Partners (the "Agent") acted as
the exclusive placement agent for the Private Placement. The Agent
received a cash commission of approximately $175,000 and warrants (the "Agent
Warrants") entitling the Agent to purchase up to 154,184 common
shares ("Common Shares") of the Company at a price of
$0.65 per Common Share for the period
commencing on the date that is six months after the closing date
until the second anniversary of the closing date (the "Exercise
Period"). The expiry date of the Agent Warrants can be
accelerated by the Company if, at any time during the Exercise
Period, the closing price of the Common Shares on the TSX Venture
Exchange ("TSXV") is greater than $4.00 for any 10 non-consecutive trading
days.
The Company also paid to an arm's length party in connection
with the Private Placement finder's fees of $19,500 and issued such party finder's warrants
to purchase up to 29,989 Common Shares on the same terms as the
Agent Warrants.
Pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Offering constitutes a "related party
transaction" as insiders of the Company subscribed for a total of
314 Units for gross proceeds of $314,000. The Company is relying on exemptions
from the formal valuation and minority approval requirements of MI
61-101, as neither the fair market value of the Debentures, nor the
consideration paid, exceeded 25% of the Company's market
capitalization. The Company did not file a material change report
more than 21 days before the closing of the Private Placement as
the details of the related parties' participation in the Private
Placement had not been settled. The Private Placement was approved
by all of the independent directors of the Company.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This news 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 prior to registration or qualification under the
securities laws of any such jurisdiction. This news release does
not constitute an offer to sell or the solicitation of an offer to
buy the securities in the United
States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold in the United States or to U.S. Persons unless
registered under the U.S. Securities Act and any applicable state
securities laws or an exemption from such registration is
available.
ABOUT SPECTRA7 MICROSYSTEMS INC.
Spectra7 Microsystems Inc. is a high-performance analog
semiconductor company delivering unprecedented bandwidth, speed and
resolution to enable disruptive industrial design for leading
electronics manufacturers in virtual reality, augmented reality,
mixed reality, data centers and other connectivity markets.
Spectra7 is based in San Jose,
California with a design center in Cork, Ireland and a technical support location
in Dongguan, China. For more
information, please visit www.spectra7.com.
Contacts:
Matt
Kreps
Darrow Associates
214-597-8200
ir@spectra7.com
Spectra7 Microsystems Inc.
Bonnie Tomei
Chief Financial Officer
669-212-1089
ir@spectra7.com
CAUTIONARY NOTES
Certain statements contained in this press release constitute
"forward-looking statements", including the Company's intended use
of proceeds from the Private Placement. All statements other than
statements of historical fact contained in this press release,
including, without limitation, the Company's strategy, plans,
objectives, goals and targets, and any statements preceded by,
followed by or that include the words "believe", "expect", "aim",
"intend", "plan", "continue", "will", "may", "would", "anticipate",
"estimate", "forecast", "predict", "project", "seek", "should" or
similar expressions or the negative thereof, are forward-looking
statements. These statements are not historical facts but instead
represent only the Company's expectations, estimates and
projections regarding future events. These statements are not
guarantees of future performance and involve assumptions, risks and
uncertainties that are difficult to predict. Therefore, actual
results may differ materially from what is expressed, implied or
forecasted in such forward-looking statements. Additional factors
that could cause actual results, performance or achievements to
differ materially include, but are not limited to the risk factors
discussed in the Company's management's discussion and analysis for
the year ended December 31, 2022.
Management provides forward-looking statements because it believes
they provide useful information to investors when considering their
investment objectives and cautions investors not to place undue
reliance on forward-looking information. Consequently, all of the
forward-looking statements made in this press release are qualified
by these cautionary statements and other cautionary statements or
factors contained herein, and there can be no assurance that the
actual results or developments will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, the Company. These forward-looking
statements are made as of the date of this press release and the
Company assumes no obligation to update or revise them to reflect
subsequent information, events or circumstances or otherwise,
except as required by law.
Neither the TSXV nor its Regulation Service Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Spectra7 Microsystems Inc.