Company files articles of continuance to move its governing
jurisdiction to the Province of Ontario
SAN JOSE, Calif., July 19, 2021 /CNW/ -- (TSXV:SEV)
(OTCQB:SPVNF) Spectra7 Microsystems Inc. ("Spectra7" or the
"Company"), announces that board of directors of the Company
has approved a consolidation of the Company's issued and
outstanding common shares on the basis one new common share for
every 50 existing common shares (the "Consolidation").
As a result of the Consolidation, the 1,056,538,784 common
shares issued and outstanding prior to the Consolidation will be
reduced to approximately 21,130,775 common shares. Each
shareholder's percentage ownership in the Company and proportional
voting power remains unchanged after the Consolidation, except for
minor changes and adjustments resulting from the treatment of any
fractional common shares.
The Company will not be issuing fractional post-Consolidation
common shares. Where the Consolidation would otherwise result in a
shareholder being entitled to a fractional common shares, the
number of post-Consolidation common shares issued to such
shareholder shall be rounded to the nearest whole number of
post-Consolidation common shares.
Shareholder approval of the Consolidation was obtained at the
Company's annual and special meeting of shareholders held on
June 18, 2021. In connection with the
Consolidation, the Company expects to send letters of transmittal
to registered holders of its common shares for use in transmitting
their existing share certificates ("Existing
Certificates") to the Company's
registrar and transfer agent, Computershare
Trust Company of Canada, in exchange for
new certificates ("New Certificates") representing the
number of post-Consolidation common shares to which such
shareholder is entitled as a
result of the Consolidation. No
delivery of a New Certificate
to a shareholder will be made until the shareholder has
surrendered its Existing Certificates. Until surrendered, each
Existing Certificate shall be deemed for all purposes to represent
the number of post-Consolidation common shares to which the holder
is entitled as a result of the Consolidation.
The Consolidation is subject to the approval of the TSX Venture
Exchange. The Company expects the Consolidation to be effective and
the trading of the common shares of the Company reflecting the
Consolidation to commence on or about August
6, 2021.
Spectra7 also announces that it has filed articles of
continuance to continue its corporate existence from the Canada
Business Corporation Act to the Ontario Business Corporation Act (the
"Continuation"). Shareholders approved the Continuation at
the Company's annual and special meeting of shareholders on
June 18, 2021. The Continuation is
being completed as management believes that Ontario's recent removal of director residency
requirements will give the Company the best opportunity to attract
and retain the most suitable candidates to serve on its board
regardless of their jurisdiction of residence.
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, the timing of the effective date of the
Consolidation, 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.
John Mitchell
Investor Relations
650-269-3043
ir@spectra7.com
Spectra7 Microsystems Inc.
Bonnie Tomei
Chief Financial Officer
669-212-1089
pr@spectra7.com
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SOURCE Spectra7 Microsystems Inc.