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TORONTO, Jan. 15, 2021 /CNW/ -- (TSXV:SEV) Spectra7
Microsystems Inc. ("Spectra7" or the "Company"), a
leading provider of high-performance analog semiconductor products
for broadband connectivity markets, announces that it has closed
the first tranche of its previously announced non-brokered private
placement (the "Private Placement"). The first tranche of
the Private Placement consisted of the issuance of 114,013,763
units (the "Units") at a price of $0.03 per Unit for gross proceeds of $3,420,413.
Spectra7 also announces that it intends to increase the size of
the Private Placement by $500,000,
such that aggregate of up to 133,333,333 Units will be issued
pursuant to the Private Placement for gross proceed of $4,000,000.
Each Unit will consist of one common share in the capital of the
Company (each, a "Common Share") and one-half of one common
share purchase warrant (each whole warrant, a "Warrant")
with each Warrant being exercisable into one Common Share at an
exercise price of $0.05 for a period
of five years from the date of issuance, subject to adjustment upon
certain customary events. The expiry date of the Warrants can be
accelerated by the Company at any time following the date that is 4
month and one day after closing of the Private Placement and prior
to the expiry date of the Warrants if the closing price of the
Common Shares on the TSX Venture Exchange is greater than
$0.08 for any 10 non-consecutive
trading days.
All dollar amounts in this news release are denominated in
Canadian dollars unless otherwise indicated.
The net proceeds from the Private Placement are intended to be
used for the repayment of certain of the Company's outstanding
convertible debentures, working capital to support revenue growth,
the payment of interest on its outstanding convertible debentures
and for general corporate purposes.
Insiders of the Company participated in the first tranche of the
Private Placement for an aggregate amount of $401,656. Pursuant to Multilateral Instrument
61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the Private Placement constitutes a
"related party transaction" as insiders of the Company subscribed
for Units. The Company is relying on exemptions from the formal
valuation and minority approval requirements of MI 61-101. The
Private Placement was approved by all of the independent directors
of the Company.
The Company paid finder's fees totaling $13,704 to arm's length parties in connection
with the Private Placement. All securities issued in the Private
Placement are subject to statutory and Exchange hold periods until
the date that is four months and one day from the date of issuance.
The closing of the Private Placement is subject to approval of the
TSX Venture Exchange.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the securities in the United States nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act"), or any
state securities laws and may not be offered or sold in
the United States unless
registered under the 1933 Act and any applicable securities laws of
any state of the United States or
an applicable exemption from the registration requirements 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 technical support location
in Dongguan, China. For more
information, please visit www.spectra7.com.
Neither the TSX Venture Exchange nor its regulation services
provided (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
CAUTIONARY NOTES
Certain statements contained in this press release constitute
"forward-looking statements". All statements other than statements
of historical fact contained in this press release, including,
without limitation, those regarding the Private Placement and the
Debt Settlement and the intended use of proceeds thereof, and 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 Annual
Information Form for the year ended December
31, 2019. 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.
For more information, please contact:
Spectra7 Microsystems Inc.
James Bergeron
Investor Relations
289-512-0541
ir@spectra7.com
Spectra7 Microsystems Inc.
David Mier
Chief Financial Officer
925-858-7011
pr@spectra7.com
SOURCE Spectra7 Microsystems Inc.