SAN JOSE, Calif., Oct. 7, 2021 /CNW/ -- (TSXV:SEV)
(OTCQB:SPVNF) Spectra7 Microsystems Inc. ("Spectra7" or the
"Company"), a leading provider of high-performance analog
semiconductor products for broadband connectivity markets,
announces that it intends to sell, on a brokered private placement
basis, in one or more tranches, common shares of the Company (the
"Common Shares") at a price of $1.32 per Common Share for gross proceeds of a
minimum of $6 million (the
"Private Placement"). All dollar amounts in this news
release are denominated in Canadian dollars unless otherwise
indicated.
The Company has engaged Cormark Securities Inc. (the
"Agent") to offer the Common Shares for sale on a best
efforts agency basis. The Agent is entitled to receive a cash
commission equal to 6% of the aggregate proceeds raised in the
Private Placement (excluding proceeds raised from investors on the
president's list) and broker warrants entitling the Agent to
purchase such number of Common Shares as is equal to 6% of the
aggregate of number of Common Shares issued in the Private
Placement (excluding Common Shares issued to investors on the
president's list) at $1.32 per Common
Share for a period of two years from the closing.
The Company has received significant expressions of interest to
participate in a private placement from insiders and certain
outside investors. The Private Placement is expected to close on or
about October 26, 2021. The net
proceeds from the Private Placement are intended to be used for
working capital to support revenue growth and for general corporate
purposes.
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 are expected to subscribe
for up to 25% of the Common Shares to be sold in the Private
Placement. The Company is relying on exemptions from the formal
valuation and minority approval requirements of MI 61-101. The
Company did not file a material change report more than 21 days
before the expected closing of the Private Placement as the details
of the related parties' participation in the Private Placement have
not been settled.
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 TSX Venture
Exchange.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws and may not be offered or sold in
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and any
applicable state securities laws or an exemption from such
registration 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, the anticipated closing date, the Company's
anticipated use of proceeds, the participation by insiders and the
Company's ability to obtain the necessary approvals and complete
the Private Placement, that the Private Placement will be for
minimum gross proceeds of $6 million
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 a decision to complete the Private Placement for
gross proceeds of less than $6
million and 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:
Matt Kreps/Jim Fanucchi
Darrow Associates
214-597-8200
ir@spectra7.com
Spectra7 Microsystems Inc.
Bonnie Tomei
Chief Financial Officer
669-212-1089
ir@spectra7.com
Spectra7 Microsystems Inc.
John Mitchell
Public Relations
650-269-3043
pr@spectra7.com
SOURCE Spectra7 Microsystems Inc.