Spectra7 Microsystems Inc.
TSX VENTURE : SEV

Spectra7 Microsystems Inc.

April 15, 2015 15:32 ET

Spectra7 Microsystems Inc. Announces $7.5 Million Bought Deal Financing

TORONTO, ONTARIO--(Marketwired - April 15, 2015) -

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

Spectra7 Microsystems Inc. (TSX VENTURE:SEV) ("Spectra7" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Mackie Research Capital Corporation (together, the "Underwriters"), to purchase on a bought deal basis, 10,715,000 special warrants (the "Special Warrants") of Spectra7 at a price of $0.70 per Special Warrant (the "Offering Price") for gross proceeds to the Company of $7,500,500 (the "Offering").

Each Special Warrant shall be deemed exercised, for no additional consideration into one (1) unit of Spectra7 (a "Unit"). Each Unit will consist of one (1) common share (a "Common Share") of the Company and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.90 at any time up to 24 months following the Closing (the "Closing"). The Company shall obtain the necessary approvals to list the Common Shares, Warrants and Warrant Shares on the TSX Venture Exchange (the "TSXV"), which listing shall be conditionally approved prior to Closing.

The expiry date of the Warrants may be accelerated by the Company at any time following 9 months post-Closing and prior to the expiry date of the Warrants if the volume weighted average price of the Common Shares is greater than $1.30 for any 20 non-consecutive trading days.

The Company will grant the Underwriters an option (the "Underwriters' Option") to increase the size of the Offering by up to 15% at any time up to the Closing.

The Offering will take place by way of a private placement pursuant to applicable exemptions from the prospectus requirements in all of the provinces of Canada and in those jurisdictions where the Offering can lawfully be made including the United States under private placement exemptions.

The net proceeds from the Offering will be for working capital and general corporate purposes.

As soon as reasonably practicable after the Closing, the Company, will prepare and file a preliminary short form prospectus in those provinces of Canada (except Quebec) where the Special Warrants are sold, qualifying the distribution of the Units. The Company will use its commercially reasonable best efforts to promptly resolve all comments received or deficiencies raised by the securities regulatory authorities and file and obtain receipts for the final prospectus as soon as possible after such regulatory comments and deficiencies have been resolved. In the event that the Company has not received a receipt for the final prospectus, within forty-five (45) days following the Closing, each unexercised Special Warrant will thereafter entitle the holder thereof to receive upon the deemed exercise thereof, at no additional consideration, one-and-one-tenth (1.10) Units (instead of one Unit).

The Closing of the Offering is scheduled to occur on or about the week of May 4th, 2015, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities, and the satisfaction of other customary closing conditions.

All unexercised Special Warrants will be deemed to be exercised (the "Deemed Exercise Date") on the earlier of (i) four (4) months and a day following Closing of the Offering, and (ii) the 3rd business day following the day upon which the Company obtains a receipt for the Final Prospectus qualifying the Units from the securities regulatory authority in each Jurisdiction (as defined below) in which Special Warrants are sold under the Offering.

This press 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, including the United States. 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 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 such registration requirements is available.

About Spectra7 Inc.

Spectra7 Microsystems Inc. is a high performance consumer connectivity company delivering unprecedented bandwidth, speed and resolution to enable disruptive industrial design for leading consumer electronics manufacturers in Virtual Reality, Wearable Computing and Ultra-HD 4K/8K Displays. Spectra7 is based in Markham, Ontario and Palo Alto, California with a Design Center in Cork, Ireland. For more information, please visit www.spectra7.com.

Forward-looking (safe harbour) statement

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of applicable securities laws. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding closing of the offering, use of proceeds, filing of a preliminary and final prospectus, 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 which are made in good faith and reflect the Company's current judgment regarding the direction of the business. These statements and assumptions 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. 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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