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RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/
TORONTO, June 1, 2017 /CNW/ - Spectra7 Microsystems
Inc. (TSX: SEV) ("Spectra7" or the "Company") is pleased to
announce that it has entered into an agreement with a syndicate of
underwriters led by Canaccord Genuity Corp. (together, the
"Underwriters") to purchase on a bought deal basis, 10,000,000
units ("Units") of Spectra7 at a price of $0.40 per Unit (the "Offering Price") for gross
proceeds to the Company of $4.0
million (the "Offering").
Each Unit shall consist of one common share of the Company
("Common Share") and one-half of one common share purchase warrant
(each whole warrant, a "Warrant"). Each Warrant will entitle the
holder to acquire one Common Share at an exercise price of
$0.55 per Common Share for a period
of two years following the closing of the Offering ("Closing").
The expiry date of the Warrants may be accelerated by the
Company at any time if the volume weighted average trading price of
the Common Shares on the facilities of the Toronto Stock Exchange
(or such other exchange on which the Common Shares trade) is
greater than $0.85 for any 10
consecutive trading days following the date that is four months and
one day after the closing of the Offering.
The Company will grant the Underwriters an option to acquire up
to an additional 15% of the total number of Units sold under the
Offering for over-allotment and market stabilization purposes,
which option is exercisable in whole or in part at the discretion
of the Underwriters for a period of 30 days from and including the
Closing.
The net proceeds from the Offering will be used for research and
development, interest repayment and for working capital and general
corporate purposes.
The Units will be offered by way of a short form prospectus to
be filed with the securities commissions and other similar
regulatory authorities in each of the provinces of Canada (except Québec), pursuant to National
Instrument 44-101 Short Form Prospectus Distributions, and
in those jurisdictions where the Offering can lawfully be made
including in the United States on
a private placement basis pursuant to exemptions from the
registration requirements of the United States Securities Act of
1933, as amended.
The Closing of the Offering is scheduled to occur on or about
the week of June 19, 2017, and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the
Toronto Stock Exchange and the securities regulatory authorities,
and the satisfaction of other customary closing conditions.
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 broadband connectivity markets.
Spectra7 is based in San Jose,
California with design centers in Markham, Ontario, Cork, Ireland, and Little Rock, Arkansas. For more
information, please visit www.spectra7.com.
Forward-looking (safe harbour) statement
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 Company's future financial
position and results of operations, strategy, proposed
acquisitions, 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
MD&A for the year ended December 31,
2016. 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.
SOURCE Spectra7 Microsystems Inc.