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TORONTO, May 6, 2021 /CNW/ -- (TSXV: SEV) Spectra7
Microsystems Inc. ("Spectra7" or the "Company"), a
leading provider of high-performance analog semiconductor products
for broadband connectivity markets, is pleased to provide an update
in respect of its previously announced brokered private placement
(the "Private Placement"). The Company, in consultation with
its agent Cormark Securities Inc. (the "Agent"), has
determined that units of the Company (the "Units") will be
offered at a price of $0.03 per
Unit. The gross proceeds of the Private Placement is expected to be
a minimum of $5.0 million, or
approximately 167 million Units, and up to $6.6 million or 220 million Units.
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.
The Agent is entitled to receive a commission equal to 7% of the
aggregate proceeds raised in the Private Placement, which will be
paid in Units, 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 now expected to close on or about May 14, 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.
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 Management's Discussion
and Analysis for the year ended December 31,
2020. 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.