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
TORONTO–(BUSINESS WIRE)–(TSX:SEV) Spectra7 Microsystems Inc. (“Spectra7” or the “Company”),
a leading provider of high-performance analog semiconductor products for
broadband connectivity markets, today announced the completion of a
fully subscribed non-brokered private placement financing of 32,412,228
units (the “Units”) at a price of $0.15 per Unit for gross
proceeds of approximately $4.9 million (the “Private Placement”).
Each Unit consists of one common share in the capital of the Company
(each, a “Common Share”) and one-half of one common share
purchase warrant (each, a “Warrant”), with each whole Warrant
exercisable into one Common Share at an exercise price of $0.225 until
October 30, 2023, subject to adjustment upon certain customary events.
The expiry date of the Warrants can be accelerated by the Company at any
time following March 4, 2019 and prior to the expiry date of the
Warrants if the volume-weighted average price of the Common Shares on
the Toronto Stock Exchange is greater than $0.33 for any 20
non-consecutive trading days. The Warrants, if fully exercised by
holders thereof, would represent an additional $3.6 million in proceeds
to the Company. Due to the significant interest in this Private
Placement, the Company reduced insider participation in order to
accommodate several new investors, including institutions, further
diversifying the shareholder base.
All dollar amounts in this news release are denominated in Canadian
dollars unless otherwise indicated.
“We are delighted with the overwhelming reception from both current and
new investors in the United States, Europe, and Canada of our
oversubscribed Private Placement. The better than expected demand
allowed us to reduce the percentage of insider participation as we
brought in several new investors,” said Raouf Halim, CEO of Spectra7.
“The proceeds provide a significant boost to our working capital and
will support the ramp of our innovative, low-power GaugeChanger™
active copper cable interconnect technology for the growing hyperscale
Data Center market.”
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 design centers in Cork, Ireland, and Little Rock,
Arkansas. For more information, please visit www.spectra7.com.
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, 2017. 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.