Spectra7 Microsystems Inc. Announces Concurrent Private Placement

SAN JOSE, CA—(Marketwired – June 07, 2017) –

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Spectra7 Microsystems Inc. (“Spectra7” or the “Company“) (TSX: SEV), a leading provider of high–performance analog semiconductor products for broadband connectivity markets today announced that, in addition to the $4,000,000 bought deal public offering of units (“Units“) previously announced by the Company on June 1, 2017 (the “Public Offering“), it intends to sell, on a brokered private placement basis, up to 10,000,000 Units at a price of $0.40 per Unit for gross proceeds of up to $4,000,000 (the “Concurrent Private Placement“). The Company has engaged Lake Street Capital Markets, LLC and Chardan to lead the Concurrent Private Placement outside of Canada.

As with the Public Offering, each Unit issued pursuant to the Concurrent Private Placement shall consist of one common share of the Company (“Common Share“) and one–half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.55 per Common Share for a period of two years following the closing of the Concurrent Private Placement. The expiry date of the Warrants may be accelerated by the Company at any time if the volume weighted average trading price of the Common Shares on the facilities of the Toronto Stock Exchange (or such other exchange on which the Common Shares trade) is greater than $0.85 for any 10 consecutive trading days following the date that is four months and one day after the issuance of the Warrants.

The net proceeds from the Concurrent Private Placement will be used for research and development and for working capital and general corporate purposes.

The Concurrent Private Placement is scheduled to close concurrently with the Public Offering on or about the week of June 19, 2017, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities, and the satisfaction of other customary closing conditions.

The Company expects that insiders of the Company will participate in connection with the Concurrent Private Placement. Pursuant to Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61–101“), the Concurrent Private Placement constitutes a “related party transaction” as insiders of the Company will subscribe for Units. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61–101. The Concurrent Private Placement was approved by all of the independent directors of the Company.

The Company also intends to issue, on a private placement basis, 625,000 Units in connection with a financial advisory services arrangement between the Company and the lead underwriter of the Public Offering, Canaccord Genuity Corp. (the “Advisory Units“). The Advisory Units and all securities issued pursuant to the Concurrent Private Placement are subject to a statutory hold period of four months and one day pursuant to applicable securities legislation.

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 broadband connectivity markets. Spectra7 is based in San Jose, California with design centers in Markham, Ontario, Cork, Ireland, and Little Rock, Arkansas. For more information, please visit www.spectra7.com.

CAUTIONARY NOTES

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.

Mspark Wins 12 Design Awards in National Competition Sponsored by Graphic Design USA

HELENA, AL—(Marketwired – June 07, 2017) – Mspark, a results–oriented print and digital media distribution company with the proven ability to deliver measurable results in rural markets across America, announced today that it won 12 individual design awards in the 2017 American Inhouse Design Awards competition sponsored by Graphic Design USA (GDUSA). The competition, considered the premier showcase for outstanding work by inhouse designers, recognizes designers for their talent and the value they bring to the organizations for which they work.

“We are honored to have been recognized among the nation's top inhouse design teams by GDUSA for the third consecutive year,” said Brian Blackman, creative director at Mspark. “In addition to representing the exceptional talent, creativity and passion of our entire creative team, these awards reflect our artists' ongoing commitment to exceeding expectations.”

Mspark won the 12 awards across a variety of design categories, including Direct Mail & Direct Response; Infographics; Posters; and Announcements & Invitations. More than 5,000 entries were submitted to the 2017 GDUSA competition with only 15 percent earning awards.

About Mspark
Mspark, a privately held, national, print and digital media distribution company, has partnered with clients to deliver reliable advertising solutions since 1988. The Company's business success stems from a simple premise — to provide measurable results and a solid return on the customer's marketing investment. Mspark is uniquely positioned with access to more than 23 million U.S. households in 28 states and 550+ markets, and its 98% household penetration in the markets it serves is unsurpassed by other competitors. The Mspark portfolio of more than 3,000 national and local clients includes consumer packaged goods manufacturers, retailers, restaurants and service providers across the United States. For additional information, visit mspark.com.