Spectra7 Announces Private Placement
June 05 2018 - 8:00AM
Business Wire
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(TSX:SEV) Spectra7 Microsystems Inc. (“Spectra7” or the
“Company”), a leading provider of high-performance analog
semiconductor products for broadband connectivity markets, today
announced that it intends to sell, on non-brokered private
placement basis, in one or more tranches, up to 28,744,279 units
(the “Units”) at a price of $0.105 per Unit for gross
proceeds of up to $3,018,149 (the “Private Placement”). Each
Unit will consist of one common share in the capital of the Company
(each, a “Common Share”) and one-half of one common share
purchase warrant (each, a “Warrant”), with each whole
Warrant exercisable into one Common Share (each, a ‘Warrant
Share”) at an exercise price of $0.1575 for a period of five
(5) 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 4 months and one
day after the closing of the Private Placement and prior to the
expiry date of the Warrants if the volume-weighted average price of
the Common Shares on the Toronto Stock Exchange is greater than
$0.25 for any 20 non-consecutive trading days. The Warrants, if
exercised in full by the holders thereof, would represent
additional proceeds to the Company of approximately $2,263,612.
All dollar amounts in this news release are denominated in
Canadian dollars unless otherwise indicated.
The net proceeds from the Private Placement will be used for
working capital to develop the Company’s core growth markets of
data centers and AR/VR interconnects.
The Company expects that insiders of the Company will
participate in the Private Placement for an aggregate amount of
approximately $748,000. 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 will subscribe 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.
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 Toronto Stock
Exchange.
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 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, 2017. 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.
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Spectra7 Microsystems Inc.Sean Peasgood, 647-503-1034Investor
Relationsir@spectra7.comorSpectra7 Microsystems Inc.Darren Ma,
669-284-3170Chief Financial Officerpr@spectra7.com