Spectrum Signal Processing Inc.

Spectrum Signal Processing Inc.

March 30, 2007 15:30 ET

Spectrum Signal Processing Receives Going Concern Qualification

BURNABY, BRITISH COLUMBIA--(CCNMatthews - March 30, 2007) - Spectrum Signal Processing Inc. ("Spectrum") (TSX:SSY)(NASDAQ:SSPI) today announced that its financial statements for the fiscal year ended December 31, 2006, included in the Company's Annual Report on Form 20-F filed on March 26, 2007, contain a going concern qualification from its independent accounting firm, KPMG LLP. As of December 31, 2006, the Company had cash and cash equivalents of $1.7 million and net working capital of $3.5 million. The Company has an undrawn line of credit facility of up to Cdn$2.9 million.

On February 16, 2007, Spectrum announced the signing of a definitive agreement with Vecima Networks Inc. ("Vecima") under which Vecima will acquire all the outstanding common shares of Spectrum. The transaction with Vecima will be carried out by way of a statutory plan of arrangement and must be approved by the British Columbia Supreme Court and by the affirmative vote of the holders of 75 percent of Spectrum's shares. The transaction is also subject to certain closing conditions, including the approval of the United States Department of State and the Committee on Foreign Investments in the United States (CFIUS) as well as the receipt of all other required regulatory approvals and customary closing conditions. The transaction is expected to close in April 2007.

This announcement is being made in compliance with Nasdaq Marketplace Rule 4350(b)(1)(B), which requires separate disclosure of receipt of an audit opinion that contains a going concern qualification. This announcement does not represent any change or amendment to the Company's 2006 financial statements or to its Annual Report on Form 20-F.

All currency figures contained in this press release are expressed in United States dollars unless otherwise stated.


Spectrum Signal Processing Inc. (TSX:SSY)(NASDAQ:SSPI) is a leading supplier of software defined platforms for defense electronics applications. Spectrum's products and services are optimized for military communications, public safety, signals intelligence, surveillance, electronic warfare and satellite communications applications. Spectrum's integrated, application-ready products provide its customers with compelling time-to-market and performance advantages while mitigating program risk and cost parameters. Spectrum Signal Processing (USA) Inc., based in Columbia, MD, provides application engineering services and modified commercial-off-the-shelf platforms to the US Government, its allies and its prime contractors. More information on Spectrum and its flexComm™ product line is available at www.spectrumsignal.com.


The statements by Spectrum's management and the above statements contained in this Business Outlook are forward-looking statements that involve a number of risks and uncertainties. In addition to factors discussed above, among other factors that could cause actual results to differ materially are the following: viability of business strategy, liquidity and capital resources, the uncertainty surrounding the transaction with Vecima Networks Inc., the disruption to the business related to the pendency of the transaction with Vecima Networks Inc., uncertainty pertaining to Spectrum's NASDAQ listing, going concern note, variability of quarterly and annual operating results, contract performance, risks and uncertainties associated with defense related contracts, reliance on significant customers, technological change, risk of the design-in process, competition, reliance on key personnel, inflation and foreign currency fluctuations, potential undetected errors, dependence on third party suppliers, export controls, intellectual property rights, contract manufacturing, environmental and safety regulations, reliance on third party distributors, international operations and markets, uncertainty of current economic and political conditions, availability of licenses, corporate governance and public disclosure regulations, reliance on information technology systems and networks and the ability to obtain adequate insurance coverage. Readers are referred to Spectrum's assumptions and other risk factors set out in the most current Annual Report filed on Form 20-F with the Securities and Exchange Commission and with the British Columbia Securities Commission. Spectrum wishes to caution readers not to place undue reliance upon any such forward-looking statements, which reflect management's best effort to provide guidance based on all known conditions on the date the statements are made. Spectrum may or may not update these forward-looking statements in the future.

flexComm is a trademark of Spectrum Signal Processing Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.

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