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TORONTO, May 14, 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 announce the
closing of the first tranche of its brokered private placement (the
"Private Placement") led by Cormark Securities Inc., as sole
agent and bookrunner (the "Agent"). The first tranche of the
Private Placement consisted of the issuance of 170,689,567 units
(the "Units") at a price of $0.03 per Unit. The Company also completed a
concurrent non-brokered offering of 12,700,800 Units. In aggregate,
the gross proceeds to the Company from the Private Placement and
the non-brokered offering were approximately $5.5 milllion.
All dollar amounts in this news release are denominated in
Canadian dollars.
Each Unit consists 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
until May 14, 2026, subject to
adjustment upon certain customary events. The expiry date of
the Warrants can be accelerated by the Company to the date that is
thirty (30) days following the delivery of the acceleration notice
to the holders of the Warrants if, at any time following the date
that is four months and one day following the closing date of the
Private Placement, the closing price of the Common Shares is
greater than $0.08 for a period of 10
non-consecutive trading days on the TSXV.
The Agent received a 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 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.
Insiders of the Company participated in the first tranche of the
Private Placement for an aggregate amount of $381,440. 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.
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 second tranche of the Private Placement is expected to close
on or about June 4, 2021.
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.
Justin Leighton
Investor Relations
647-578-7996
ir@spectra7.com
Spectra7 Microsystems Inc.
David Mier
Chief Financial Officer
925-858-7011
pr@spectra7.com
SOURCE Spectra7 Microsystems Inc.