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TORONTO, April 12, 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 intends to
sell, on a brokered private placement basis, in one or more
tranches, up to 220,000,000 units (the "Units"). The Company
has engaged Cormark Securities Inc. (the "Agent") to offer
the Units for sale on a best efforts agency basis. The
issuance price of the Units will be determined in the context of
the market.
Each Unit will consist of one common share in the capital of the
Company (each, a "Common Share") and one common share
purchase warrant (each, 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 four months and
one day after the 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.
Interest in the Units has been expressed by both insiders of
the Company as well as outside investors at $0.03 per Unit.
The Agent is entitled to receive a cash commission equal to 7%
of the aggregate proceeds raised in the Private Placement and
broker warrants entitling the Agent to purchase such number of
Units as is equal to 7% of the aggregate of number of Units issued
in the Private Placement at the issue price for a period of two
years from closing.
The Offering is expect to close on or about May 7, 2021. The net proceeds from the Private
Placement are intended to be used for working capital to support
revenue growth, the payment of interest on its outstanding
convertible debentures and for general corporate purposes.
"Our outlook is for significant revenue growth in the
second-half of this year and into 2022, driven by strong adoption
of Spectra7 Active Copper Cable solutions in next-generation Data
Centers", said Raouf Halim, CEO of
Spectra7. "We expect that proceeds from this Private Placement will
fund our working capital needs to support our growth to cash
profitability and beyond".
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 are expected to subscribe
for up to 25% of the Units. The Company is relying on exemptions
from the formal valuation and minority approval requirements of MI
61-101.
The closing of the Private Placement is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX Venture
Exchange.
All dollar amounts in this news release are denominated in
Canadian dollars unless otherwise indicated.
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
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
650-269-3043
ir@spectra7.com
Spectra7 Microsystems Inc.
David Mier
Chief Financial Officer
925-858-7011
pr@spectra7.com
SOURCE Spectra7 Microsystems Inc.