SOURCE: Spectra7 Microsystems Inc.

Spectra7 Microsystems Inc.

June 04, 2015 19:00 ET

Spectra7 Microsystems Inc. Announces Receipt for Final Prospectus and Deemed Exercise Date of Special Warrants

PALO ALTO, CA and TORONTO, ON--(Marketwired - June 04, 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 received a receipt today (the "Receipt") for its final short form prospectus dated June 4, 2015 filed with the securities regulatory authorities in Ontario, Alberta and British Columbia with respect to the qualification for distribution of 12,494,765 units of the Company (each, a "Unit") issuable pursuant to the exercise of an aggregate of 12,494,765 special warrants (the "Special Warrants"). All unexercised Special Warrants will be deemed to be exercised on or about June 5, 2015.

An aggregate of 12,322,250 Special Warrants were previously issued on May 4, 2015 pursuant to a bought deal private placement led by Mackie Research Capital Corporation and including Global Maxfin Capital Inc. and PI Financial Corp. (together, the "Underwriters"), and 172,515 Special Warrants were sold directly by the Company on a non-brokered private placement basis for aggregate gross proceeds of $8,746,336. In accordance with the terms of the indenture governing the Special Warrants, each Special Warrant entitles the holder thereof to receive one Unit on the exercise or deemed exercise of the Special Warrant for no additional consideration.

Each Unit consists 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 May 4, 2017. The expiry date of the Warrants may be accelerated by the Company at any time following nine months after 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 after May 4, 2015.

ABOUT SPECTRA7 MICROSYSTEMS 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 Palo Alto, California with design centers in Markham, Ontario and 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 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.

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.

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