Spectra7 Microsystems Inc.
TSX VENTURE : SEV

Spectra7 Microsystems Inc.

November 19, 2013 09:30 ET

Spectra7 Announces Fully Marketed Brokered Private Placement

TORONTO, ONTARIO and PALO ALTO, CALIFORNIA--(Marketwired - Nov. 19, 2013) -

NOT FOR DISTRIBUTION IN THE UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Spectra7 Microsystems Inc. ("Spectra7")(TSX VENTURE:SEV), a high performance analog semiconductor company delivering unprecedented speed, resolution and signal fidelity to consumer and wireless infrastructure products, today announced that it has entered into an engagement letter with Paradigm Capital Inc. to act as lead agent and sole book-runner on behalf of a syndicate including Cormark Securities Inc. (collectively, the "Agents"), to complete a brokered private placement of common shares for up to C$5,000,000 (the "Offering").

The Offering will be made on a best efforts fully marketed private placement basis, and will consist of the sale of common shares (each, a "Common Share") to be priced in the context of the market (the "Issue Price"). In addition, Spectra7 has granted the Agents an option (the "Agents' Option") exercisable in whole or in part to increase the size of the Offering by up to 15% of the base offering size, which Agents' Option shall be exercisable, by notice in writing to Spectra7, until the 30th day following the Closing (as defined below). If the Agents' Option is exercised in full, the total gross proceeds of the Private Placement to Spectra7 will be $5,750,000.

The closing of the Offering ("Closing") is expected to occur on or about December 10, 2013 or such other date or dates as agreed by Spectra7 and the Agents (the "Closing Date"). All securities issued in the Offering will be subject to a statutory four month hold period. Completion of the Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.

The Common Shares to be issued under the Offering will be offered by way of private placement in all provinces in Canada, except Quebec, and certain other jurisdictions.

Proceeds from the private placement will be utilized to continue building out Spectra7's product portfolio, and for general corporate and working capital purposes.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

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 the Company, 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 the Company 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 Final Long Form Prospectus of the Company which are available at www.sedar.com. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Company has no obligation to update such statements.

All trade names are the property of their respective owners.

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.

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