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SAN JOSE, Calif., Oct. 15, 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 increase the size of the Company's
previously announced brokered private placement to $12 million (the "Private Placement"). The
Private Placement will consist of the issuance of approximately
9,090,909 common shares (the "Common Shares") at a price of
$1.32 per Common Share. 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 granted the Agent a 10% over-allotment option to
offer an additional 909,091 Common Shares for sale, exercisable in
whole or in part at any time up until closing of the Private
Placement. In the event that the over-allotment option is exercised
in full, the aggregate gross proceeds of the Private Placement will
be $13.2 million.
"Investor response to our Private Placement significantly
exceeded our expectations, including both U.S. and Canadian
investors, and we elected to upsize the transaction to
approximately $12 million. The
additional working capital will enable us to further increase
production at our semiconductor foundries and meet rising customer
demand at this exciting inflection point for our Active Copper
Cable solutions" said Raouf Halim,
Chief Executive Officer of Spectra7. "As customer orders continue
to accelerate beyond the US$7.2
million reported at the start of the fourth quarter, our
revenue visibility extends well into 2022. I have never been more
confident in our business outlook and believe that the future is
bright for Spectra7."
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, the
Company's ability to obtain the necessary approvals and complete
the Private Placement in whole or in part, 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.
SOURCE Spectra7 Microsystems Inc.