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TORONTO, Dec. 14, 2017 /CNW/ - (TSX: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 that it
has entered into an agreement with Canaccord Genuity Corp. (the
"Underwriter") pursuant to which the Underwriter has agreed
to purchase, on a bought deal basis, 15,000 units ("Units")
of Spectra7, each Unit being comprised of one $1,000 principal amount 7.0% senior unsecured
convertible debenture (each, a "Convertible Debenture") and
1,425 common share purchase warrants of the Company (each, a
"Warrant"), at a price of $1,000 per Unit for aggregate gross proceeds of
$15,000,000 (the
"Offering").
The principal amount of each Convertible Debenture will be
convertible into common shares of the Company (each, a
"Debenture Share") at the option of the holder at any time
prior to the close of business on the last business day immediately
preceding the Maturity Date (as defined herein), at a conversion
price of $0.35 per common share,
subject to adjustment upon certain customary events. The
Convertible Debentures shall mature on the date that is three (3)
years from the date of issuance (the "Maturity Date").
Holders converting their Convertible Debentures will receive
accrued and unpaid interest thereon for the period from and
including the date of the latest interest payment date to, and
including, the date of conversion.
Each Warrant will entitle the holder to acquire one common share
of the Company at a price of $0.50
per common share for a period of three (3) years following the
Closing Date (as defined herein), subject to adjustment upon
certain customary events.
The Company will grant the Underwriter 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 Underwriter for a period of 30 days from and including the
Closing Date.
The net proceeds from the Offering will be used for the
repayment of all secured indebtedness of the Company and working
capital to drive existing business, to develop blockchain, data
centres, and AR/VR solutions.
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 Quebec), 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
January 9, 2018 (the "Closing
Date"), 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 virtual reality, augmented reality,
mixed reality, data centers and other 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.
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 completion of the Offering,
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.