THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION
IN CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, March 15,
2023 /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, is
pleased to announce the upsizing and closing of its previously
announced private placement to certain institutional investors and
insiders of the Company (the "Private Placement") of
5,990,000 units ("Units"), with each Unit consisting of one
common share (each a "Common Share") and one common share
purchase warrant (each a "Warrant") at a purchase price of
$1.00 per Unit for aggregate gross
proceeds of $5.99 million.
Each Warrant is exercisable immediately and entitles the holder
thereof to purchase one Common Share at an exercise price of
$1.18 per Common Share for a period
of five years from the date of issuance. The expiry date of the
Warrant can be accelerated by the Company at any time prior to the
expiry date of the Warrants if the closing price of the Common
Shares on the TSX Venture Exchange ("TSXV") is greater than
$4.00 for any 10 non-consecutive
trading days.
The net proceeds of the Private Placement are expected to be
used for working capital and general corporate purposes.
A.G.P./Alliance Global Partners (the "Agent") acted as the
exclusive placement agent for the Private Placement in the United States. The Agent received a cash
commission of approximately $401,000
and compensation warrants entitling the Agent to purchase up to
229,504 Common Shares at $1.10 per
Common Share for the period commencing on the date that is six
months after the closing date until the fifth anniversary of the
closing date (the "Exercise Period"). The expiry date
of the warrant can be accelerated by the Company if, at any time
during the Exercise Period, the closing price of the Common Shares
on the TSXV is greater than $4.00 for
any 10 non-consecutive trading days.
In the United States, the Units
were offered on a private placement basis pursuant to exemptions
from the registration requirements of the United States Securities
Act of 1933, as amended (the "U.S. Securities Act").
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This news release
is not an offer to sell or the solicitation of an offer to buy the
securities in the United States or
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to qualification or registration under the
securities laws of such jurisdiction. The securities offered have
not been, nor will they be, registered under the U.S. Securities
Act, and such securities may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from U.S. registration requirements and
applicable U.S. state securities laws.
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 subscribed for 404,800
Units. 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 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. The Common Shares and
Warrants issued to insiders of the Company are subject to resale
restrictions until July 16, 2023.
All dollar amounts in this news release are denominated in
Canadian dollars
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 data centers, 5G infrastructure,
virtual and augmented reality, 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.
Contacts:
Matt
Kreps
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
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 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 annual information form and in the
Company's interim public filings. 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.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Spectra7 Microsystems Inc.