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Spectra7 Microsystems Inc. Announces up to $7.0 Million Public Offering and Private Placement

mardi 18 juin 2019, 03:02 , par Digital Pro Sound
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES


SAN JOSE, Calif.–(BUSINESS WIRE)–Spectra7 Microsystems Inc. (TSX: SEV) (“Spectra7” or the “Company”) is
pleased to announce that it has entered into an agreement with Haywood
Securities Inc. (the “Agent”) to act as agent in connection with a best
efforts prospectus offering of up to 60,000,000 units (“Units”) of
Spectra7 at a price of $0.05 per Unit (the “Offering Price”) for gross
proceeds to the Company of up to $3.0 million (the “Public Offering”).


Each Unit shall consist of one common share of the Company (“Common
Share”) and one-half of one common share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will entitle the holder to acquire
one Common Share at an exercise price of $0.08 per Common Share for a
period of five years following the closing of the Public Offering
(“Closing”). The expiry date of the Warrants may be accelerated by the
Company at any time if the volume weighted average trading price of the
Common Shares on the facilities of the Toronto Stock Exchange (or such
other exchange on which the Common Shares trade) is greater than $0.16
for any 10 consecutive trading days following the date that is four
months and one day after the closing of the Public Offering.


The Company will grant the Agent an option to sell up to an additional
15% of the total number of Units sold under the Public Offering for
over-allotment and market stabilization purposes, which option is
exercisable in whole or in part at the discretion of the Agent for a
period of 30 days from and including the Closing.


In addition to the Public Offering, the Company is pleased to announce a
concurrent non-brokered private placement of up to 80,000,000 Units for
total gross proceeds of an additional up to $4,000,000 (the “Private
Placement”).


The net proceeds from the Offering and the Private Placement will be
used for research and development, interest repayment and for working
capital and general corporate purposes.


The closings of the Public Offering and the Private Placement are
anticipated to occur on or about June 27, 2019, and are subject to
certain conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the Toronto Stock Exchange
and the securities regulatory authorities, and the satisfaction of other
customary closing conditions.


The Units to be distributed in the Public Offering will be offered by
way of a short form prospectus to be filed with the securities
commissions and other similar regulatory authorities in each of the
provinces of Canada (except Quebec), pursuant to National Instrument
44-101 Short Form Prospectus Distributions, and in those
jurisdictions where the Public Offering can lawfully be made including
in the United States on a private placement basis pursuant to exemptions
from the registration requirements of the United States Securities Act
of 1933, as amended.


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.


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES


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.


Forward-looking (safe harbour) statement


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, 2018. 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.


Contacts

Spectra7 Microsystems Inc.Sean PeasgoodInvestor Relations647-503-1034ir@spectra7.com


Spectra7 Microsystems Inc.Darren MaChief Financial Officer669-284-3170pr@spectra7.com
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