Spectra7 Microsystems Inc. Announces Upsizing and Closing of Private Placement

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

TORONTO, March 15, 2023 /CNW/ -- (TSXV: SEV) (OTCQB: SPVNF) 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 upsizing and closing of its previously announced private placement to certain institutional investors and insiders of the Company (the "Private Placement") of 5,990,000 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 $5.99 million. 

Each Warrant is exercisable immediately and entitles 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 ("TSXV") 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 (the "Agent") acted as the exclusive placement agent for the Private Placement in the United States. The Agent received a cash commission of approximately $401,000 and compensation warrants entitling the Agent to purchase up to 229,504 Common Shares at $1.10 per Common Share for the period commencing on the date that is six months after the closing date until the fifth anniversary of the closing date (the "Exercise Period").  The expiry date of the warrant can be accelerated by the Company if, at any time during the Exercise Period, the closing price of the Common Shares on the TSXV is greater than $4.00 for any 10 non-consecutive trading days.

In the United States, the Units were 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 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 subscribed for 404,800 Units. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101. The Company did not file a material change report more than 21 days before the closing of the Private Placement as details of the related parties' participation in the Private Placement had not been settled. The Private Placement was approved by all of the independent directors of the Company. The Common Shares and Warrants issued to insiders of the Company are subject to resale restrictions until July 16, 2023.

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

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 data centers, 5G infrastructure, virtual and augmented reality, 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.

Contacts:
Matt Kreps
Darrow Associates
214-597-8200
[email protected]

Spectra7 Microsystems Inc.
Bonnie Tomei
Chief Financial Officer
669-212-1089
[email protected]

Spectra7 Microsystems Inc.
John Mitchell
Public Relations
650-269-3043
[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, 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 annual information form and in the Company's interim public filings. 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.

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

SOURCE Spectra7 Microsystems Inc.