Spectra7 Announces Closing of $5.5 Million Private Placement

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TORONTO, May 14, 2021 /CNW/ -- (TSXV:SEV) 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 closing of the first tranche of its brokered private placement (the "Private Placement") led by Cormark Securities Inc., as sole agent and bookrunner (the "Agent"). The first tranche of the Private Placement consisted of the issuance of 170,689,567 units (the "Units") at a price of $0.03 per Unit. The Company also completed a concurrent non-brokered offering of 12,700,800 Units. In aggregate, the gross proceeds to the Company from the Private Placement and the non-brokered offering were approximately $5.5 milllion.

All dollar amounts in this news release are denominated in Canadian dollars.

Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant") with each Warrant being exercisable into one Common Share at an exercise price of $0.05 for a period of five years until May 14, 2026, subject to adjustment upon certain customary events.  The expiry date of the Warrants can be accelerated by the Company to the date that is thirty (30) days following the delivery of the acceleration notice to the holders of the Warrants if, at any time following the date that is four months and one day following the closing date of the Private Placement, the closing price of the Common Shares is greater than $0.08 for a period of 10 non-consecutive trading days on the TSXV.

The Agent received a commission equal to 7% of the aggregate proceeds raised in the Private Placement , and broker warrants entitling the Agent to purchase such number of Units as is equal to 7% of the aggregate of number of Units issued in the Private Placement at the issue price for a period of two years from closing.

The net proceeds from the Private Placement are intended to be used for working capital to support revenue growth, the payment of interest on its outstanding convertible debentures and for general corporate purposes.

Insiders of the Company participated in the first tranche of the Private Placement for an aggregate amount of $381,440. 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 Units. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101. The Private Placement was approved by all of the independent directors of the Company.

All securities issued in the Private Placement are subject to statutory and Exchange hold periods until the date that is four months and one day from the date of issuance.

The second tranche of the Private Placement is expected to close on or about June 4, 2021.

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.

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, those regarding the Private Placement and the intended use of proceeds thereof, 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:

Spectra7 Microsystems Inc.
Justin Leighton
Investor Relations
647-578-7996
[email protected]

Spectra7 Microsystems Inc.
David Mier
Chief Financial Officer
925-858-7011
[email protected]

SOURCE Spectra7 Microsystems Inc.