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Spectra7 Microsystems Inc. Announces Private Placement of $5.89 Million CAD
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
March 10, 2023 TORONTO, ON - (PR NewsWire) Spectra7 Microsystems Inc. ("Spectra7" or the "Company"), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, is pleased to announce a proposed private placement to certain institutional investors and insiders of the Company (the “Private Placement”) of 5,890,000 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 approximately $5.89 million.
Each Warrant will be exercisable immediately and will entitle 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 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 will act as the exclusive placement agent for the Private Placement in the United States. Closing of the Private Placement is subject to all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.
In the United States, the Units will be 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 being 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 are expected to subscribe for approximately 404,800 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 dollar amounts in this news release are denominated in Canadian dollars