Spectra7 Announces Interest Payment in Shares

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TORONTO, Dec. 29, 2023 /CNW/ -- Spectra7 Microsystems Inc. (TSXV: SEV) (OTCQB: SPVNF) ("Spectra7" or the "Corporation"), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, is pleased to announce that it intends to issue an aggregate of 185,682 common shares in the capital of the Corporation (the "Common Shares") at a deemed issuance price of $0.405 per Common Share to settle in full $75,207 in interest owing (the "Interest Payment") to the holders of its outstanding 9.0% unsecured convertible debentures (the "Debentures"). Unless otherwise indicated, all dollar amounts in this press release are expressed in Canadian dollars.

The Debentures were issued on September 14, 2023 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on the last business day of June and December. The interest obligation may be satisfied either in cash or in Common Shares, at the Corporation's option.

All Common Shares issued in connection with the Interest Payment are issued in reliance on certain prospectus exemptions available under securities legislation and are subject to a four month statutory hold period.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Interest Payment constitutes a "related party transaction" as related parties of the Corporation hold Debentures. The Corporation is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, as the fair market value of the Common Shares issued in the Interest Payment does not exceed 25% of the Corporation's market capitalization. The Interest Payment was approved by all of the independent directors of the Corporation. The Interest Payment remains subject to final acceptance by the TSX Venture Exchange.

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 a technical support location in Dongguan, China. For more information, please visit www.spectra7.com.

Contacts:

Matt Kreps
Darrow Associates Investor Relations
214-597-8200
[email protected]          

Spectra7 Microsystems Inc.
Dave Mier
Interim Chief Financial Officer
925-859-7011
[email protected]

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 relating to the Corporation's intention to make the Interest Payment in Common Shares and to obtain the approval of the TSX Venture Exchange, and the Corporation'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 Corporation'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 Corporation's management's discussion and analysis for the year ended December 31, 2022. 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 Corporation. These forward-looking statements are made as of the date of this press release and the Corporation assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Spectra7 Microsystems Inc.