Spectra7 Microsystems Inc.

TSX VENTURE : SEV


Spectra7 Microsystems Inc.

December 03, 2013 09:30 ET

Spectra7 Microsystems Inc. Announces Pricing of Private Placement

TORONTO, ONTARIO and PALO ALTO, CALIFORNIA--(Marketwired - Dec. 3, 2013) -

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

Spectra7 Microsystems Inc. (TSX VENTURE:SEV) ("Spectra7" or the "Company"), a high performance analog semiconductor company delivering unprecedented speed, resolution and signal fidelity to consumer and wireless infrastructure products, today announced that it has priced the best efforts fully marketed private placement offering previously announced on November 19, 2013 (the "Offering"). The Offering will consist of the sale of up to 9,090,909 common shares at $0.55 per share for gross proceeds of up to C$5,000,000. The Offering is being led by Paradigm Capital Inc. who is also acting as sole book-runner on behalf of a syndicate including Cormark Securities Inc. (collectively, the "Agents") and a selling group including PI Financial Inc.

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 may be exercisable by notice in writing to Spectra7 until the 30th day following the closing of the Offering. If the Agents' Option is exercised in full, the total gross proceeds of the Offering will be C$5,750,000.

The closing of the Offering is expected to occur on or about December 10, 2013, or such other date or dates as agreed by Spectra7 and the Agents, and is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.

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

Spectra7 also announced that during a recent review of the 2012 audited financial statements of Fresco Microchip Inc. ("Fresco"), one of the two companies acquired as part of Spectra7's qualifying transaction, Spectra7 and its auditors discovered that an IFRS rule relating to the accounting treatment of the valuation of Fresco's then outstanding preferred shares had been overlooked. Although there is no impact on Spectra7's cash position and such preferred shares were all converted to common shares in connection with Spectra7's qualifying transaction completed in February 2013, the Company continues to work with its auditors to determine whether a restatement is required to be prepared and filed.

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 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 Annual Information Form 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.

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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