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September 13th, 2023 Toronto, ON - (PR NewsWire) – (TSXV:SEV) Spectra7 Microsystems Inc. – (TSXV:SEV) (OTCQB:SPVNF) Spectra7 Microsystems Inc. (“Spectra7” or the “Company”), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, is pleased to announce a proposed private placement to certain institutional investors and insiders of the Company (the “Private Placement”) of 2,838 units of the Company (each, a “Unit”) at a price of $1,000 per Unit for aggregate gross proceeds of $2,838,000. Each Unit shall consist of one 9.0% unsecured convertible deQbenture of the Company (each, a “Debenture” and, collectively, the “Debentures”) in the principal amount of $1,000, and 1,538 common share purchase warrants of the Company (each, a “Warrant” and, collectively, the “Warrants”). Unless otherwise indicated, all dollar amounts in this press release are expressed in Canadian dollars.

The Debentures will bear interest at a rate of 9.0% per annum from the issuance date (the “Issuance Date”), payable semi-annually in arrears on the last business day of June and December. The interest obligation may be satisfied either in cash or in common shares of the Company (the “Common Shares”), at the Company’s option. The Debentures will mature on the date that is two years following the Issuance Date (the “Maturity Date”) and the principal amount of each Debenture will be convertible into Common Shares at the option of the holder at any time prior to the Maturity Date, at a conversion price of $0.65 per share (the “Conversion Price”), subject to adjustment upon certain customary events. Holders converting their Debentures will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, and including, the date of conversion. Provided that the closing price of the Common Shares on the principal stock exchange on which the Common Shares trade is equal to or greater than 200% of the Conversion Price for any 10 consecutive trading days, then at any time within 30 days after such 10th consecutive trading day, the Company shall have the right, but not the obligation, to force the conversion of the principal amount of the Debentures into Common Shares at the Conversion Price in connection with a listing of the Common Shares on a recognized stock exchange in the United States or a change of control of the Company.

Each Warrant will be exercisable immediately and will entitle the holder thereof to acquire one Common Share for a period of two years from the Issuance Date (the “Expiry Date”) at an exercise price equal to $0.715 per share. The Expiry Date can be accelerated by the Company at any time prior to the Expiry Date if the closing price of the Common Shares on the principal stock exchange on which the Common Shares trade is greater than $4.00 for any 10 non-consecutive trading days.

The net proceeds of the Private Placement are expected to be used for working capital and general corporate purposes. A.G.P./Alliance Global Partners has agreed to act as the agent for the Private Placement. Closing of the Private Placement is subject to all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange (“TSXV”).

In the United States, the Units will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

All securities issuable in the Private Placement are subject to a statutory hold period until the date that is four months and one day from the date of issuance. Approval of the TSXV is required prior to any conversion of Debentures or exercise of Warrants that would result in a holder holding more than 9.9% of the issued and outstanding Common Shares and prior to the settlement of any interest payment in common shares.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Private Placement constitutes a “related party transaction” as insiders of the Company are expected to subscribe for 314 Units for gross proceeds of $314,000. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101. The Private Placement was approved by all of the independent directors of the Company.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news 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 prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and any applicable state securities laws or an exemption from such registration 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 virtual reality, augmented reality, mixed reality, data centers and other connectivity markets. Spectra7 is based in San Jose, California with a design center in Cork, Ireland and a technical support location in Dongguan, China.

For more information, please contact:

Matt Kreps
Darrow Associates
214-597-8200
ir@spectra7.com

Spectra7 Microsystems Inc.
Bonnie Tomei
Chief Financial Officer
669-212-1089
ir@spectra7.com

CAUTIONARY NOTES

Certain statements contained in this press release constitute “forward-looking statements”, including the Company’s intended use of proceeds from the Private Placement and all statements made relating to the Private Placement, including the amount of the Private Placement and timing for completion, if at all. All statements other than statements of historical fact contained in this press release, including, without limitation, the Company’s strategy, 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 management’s discussion and analysis for the year ended December 31, 2022. 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.

Neither the TSX Venture Exchange nor its regulation services provided (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.