Spectra7 Announces Closing of $15.3 Million Bought Deal Financing
Strategic Investment of $2 Million by Global Blockchain Technologies
January 9, 2018 – Toronto, ON - ( Marketwired) 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:SEV) ("Spectra7" or the "Company"), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, is pleased to announce that it has closed its previously announced bought deal offering of 15,315 units ("Units") of the Company at a price of $1,000 per Unit for aggregate gross proceeds of $15,315,000 (the "Offering"), which included the partial exercise of the over-allotment option granted to the Underwriter (as defined herein) for 315 Units. The Offering was underwritten by Canaccord Genuity Corp. (the "Underwriter"). As part of the Offering, Global Blockchain Technologies Corp. (TSX VENTURE:BLOC)(FRANKFURT:BWSP)(OTC:BLKCF) ("GBT") invested approximately $2 million. "We're pleased at the supportive response from the investment community," said Spectra7 CEO Raouf Halim. "We'd like to thank current and new investors for their participation. We'd also like to thank GBT for their strategic investment, and we look forward to leveraging their expertise as we enter the blockchain vertical." Each Unit issued pursuant to the Offering consists of one 7.0% senior unsecured convertible debenture of the Company (each, a "Convertible Debenture") and 1,425 common share purchase warrants (each, a "Warrant"). The principal amount of each Convertible Debenture is convertible into common shares of the Company ("Common Shares") at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date (as defined herein), at a conversion price of $0.35 per Common Share, subject to adjustment upon certain customary events. The Convertible Debentures shall mature on January 9, 2021 (the "Maturity Date"). Holders converting their Convertible Debentures will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion. Each Warrant will entitle the holder to acquire one Common Share at a price of $0.50 per Common Share until January 9, 2021, subject to adjustment upon certain customary events. In consideration for the services provided by the Underwriter, the Company paid a cash commission and issued an aggregate of 3,063,000 non-transferable compensation options (the "Compensation Options") to the Underwriter. The Compensation Options are exercisable into Common Shares at a price $0.35 per Common Share until January 9, 2020. The net proceeds from the Offering will be used for the repayment of all secured indebtedness of the Company and working capital to drive existing business, to develop blockchain data centres, and AR/VR solutions. The Offering is subject to final acceptance of the Toronto Stock Exchange ("TSX"). The TSX has conditionally accepted the Offering and the listing of the Convertible Debentures. It is expected that the Convertible Debentures will commence trading on the TSX under the symbol "SEV.DB.A" on Tuesday, January 9, 2018. In connection with the Offering, GBT made a strategic investment in the Company in the amount of approximately $2 million. Although GBT has no obligation beyond making an investment in the Company, management of the Company believes that GBT will be a strategic partner, given management of GBT's knowledge of blockchain technology and synergies with GBT's investee companies across its portfolio. 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 Markham, Ontario, Cork, Ireland, and Little Rock, Arkansas.
ABOUT GLOBAL BLOCKCHAIN TECHNOLOGIES CORP.
Global Blockchain Technologies Corp. is an investment company providing investors access to a basket of holdings within the blockchain space, managed by a team of industry pioneers and early adopters of all major cryptocurrencies. GBT is focused on streamlining the current arduous, lengthy and complicated process that interested investors need to undergo in order to gain exposure to the cryptocurrency space with a view to becoming the first vertically integrated originator and manager of top-tier blockchains and digital currencies. GBT is listed on the TSX Venture Exchange and its common shares trade under the ticker symbol "BLOC." Other information relating to GBT is available on SEDAR at www.sedar.com as well as on the Company's website at globalblockchain.io
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, 2016. 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.
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Spectra7 Microsystems Inc.
Spectra7 Microsystems Inc.
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