/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 AND PALO ALTO, CA, March 20, 2014 /CNW/ - (TSX-V:SEV) Spectra7
Microsystems Inc. ("Spectra7" or the "Company") is pleased to announce
that it has priced its previously announced best efforts agency public
offering. Canaccord Genuity Corp., the lead agent and sole book-running
manager (the "Agent"), has agreed to sell units of the Company (the
"Units") at a price of $0.30 per Unit (the "Offering"). The Agent has
been granted the option to offer for sale up to an additional 15% of
the Units issued under the Offering, exercisable in whole or in part at
any time up to 30 days following the closing of the Offering (the
"Option"). Global Maxfin Capital Inc., Mackie Research Capital
Corporation and PI Financial Inc. are acting as co-managers in
connection with the Offering.
Each Unit shall consist of one common share ("Share") in the capital of
the Company and one common share purchase warrant ("Warrant"). Each
Warrant shall entitle the holder thereof to acquire one Share of the
Company at a price of $0.45 for a period of 12 months following the
closing of the Offering.
The Offering is scheduled to close on or about March 28, 2014. The
Offering is subject to a number of conditions, including, without
limitation, receipt of all regulatory approvals and there can be no
assurance as to whether or when the proposed Offering may be completed,
or as to the actual size or terms of the Offering. The Company has
applied to list the Warrants on the TSX Venture Exchange. The Offering
will be made by way of a short form prospectus in each of the provinces
of Canada, except Québec. An electronic copy of the preliminary short
form prospectus is available at www.sedar.com.
In connection with the Offering, the Agent will receive a cash
commission equal to 6.0% of gross proceeds raised under the Offering
(inclusive of the Option) and that number of non-transferable broker
warrants equal to 8.0% of the number of Units sold (inclusive of the
Option). Each broker warrant will be exercisable into one Unit of the
Company for a period of 12 months from closing of the Offering at a
price of $0.30 per Unit.
The net proceeds are expected to be used to repay indebtedness, as cash
for operations to address the Company's working capital deficit and the
balance for research and development and general corporate purposes.
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, or any state securities laws and may not be
offered or sold in the United States unless registered 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 speed, resolution and signal fidelity
to consumer and wireless infrastructure products. Spectra7's new
system-level components address throughput bottlenecks and satisfy the
exponential demand for more bandwidth and lower costs in mobile and
internet infrastructure equipment, including handsets, tablets, base
stations and microwave backhaul systems. Spectra7 is headquartered in
Markham, Ontario with development centers in Silicon Valley, Irvine,
California and Cork, Ireland. For more information, please visit www.spectra7.com.
Caution Regarding Forward-Looking Information
This press release may contain forward-looking statements with respect
to Spectra7, its products and operations and the contemplated
financing. These statements generally can be identified by use of
forward-looking words such as but are not limited to "may", "will",
"expect", "estimate", "anticipate", intends", "believe" or "continue"
or the negative thereof or similar variations. The actual results and
performance of Spectra7 discussed herein could differ materially from
those expressed or implied by such statements. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Important factors that could cause
actual results to differ materially from expectations include, among
other things, general economic and market factors, competition, changes
in government regulations and the factors described under "Risk
Factors" in the Management's Discussion and Analysis and Preliminary
Short Form Prospectus of Spectra7 which are available at www.sedar.com. The cautionary statements qualify all forward-looking statements
attributable to Spectra7 and persons acting on their behalf. Unless
otherwise stated, all forward-looking statements speak only as of the
date of this press release and Spectra7 has no obligation to update
such statements.
Neither the TSX Venture Exchange nor its Regulation Services 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.
