NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES
SAN JOSE, Calif., Oct. 26, 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, today
announced the closing of the Company's previously announced upsized
brokered private placement, which was further upsized due to
overwhelming demand (the "Private Placement").
Pursuant to the Private Placement, the Company has issued
11,183,990 common shares (the "Common Shares") at a price of
$1.32 per Common Share for aggregate
gross proceeds of $14,762,867.
All dollar amounts in this news release are denominated in Canadian
dollars unless otherwise indicated.
Cormark Securities Inc. (the "Agent") acted as sole agent
and bookrunner to offer the Common Shares for sale on a best
efforts agency basis. The Agent received a cash commission of
$542,558, being 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 up to 411,028 Common Shares, being
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 net proceeds from the Private Placement are intended to be
used for working capital to support revenue growth and for general
corporate purposes. The Company now has the flexibility to consider
its options to improve its overall capital structure.
"Investor demand for our offering significantly exceeded our
original expectations. New investors in both Canada and the
United States recognize the opportunity we have to expand
our leading position in the fast growing Active Copper Cable market
to support hyperscale data centers worldwide," said Raouf Halim, Chief Executive Officer of
Spectra7. "We are also pleased to announce that order backlog has
increased beyond the US$7.2 million
we reported earlier this month, further increasing our confidence
that annual revenue will grow significantly in fiscal 2022."
Pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Private Placement constituted a "related party
transaction" as insiders of the Company subscribed for 615,757
Common Shares. 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 closing of the Private Placement as the details of the
related parties' participation in the Private Placement had not
been settled. The Private Placement was approved by all of the
independent directors of the Company.
All Common Shares issued in the Private Placement are subject to
a statutory hold period until the date that is four months and one
day from the date of issuance.
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 Company's anticipated use of proceeds, the
Company's ability to act on the opportunity to expand its position
in the active copper cable market to support hyperscale data
centers, the Company's projections of increased annual revenue in
fiscal 2022, 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 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:
Darrow Associates
Matt Kreps/Jim Fanucchi
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.