Mr. Omar Javaid reports

SPECTRA7 MICROSYSTEMS ANNOUNCES CLOSING OF ASSET SALE TO PARADE TECHNOLOGIES

Spectra7 Microsystems Inc. has closed its previously announced sale transaction of substantially all of the assets of Spectra7 and its subsidiaries to Parade Technologies Ltd., an arm's-length party and a leading supplier of video display, touch controller and high-speed interface ICs, pursuant to the terms and conditions of the asset purchase agreement dated March 7, 2025. The assets include intellectual property, products, designs, inventory and other specified items.

Sale transaction and special distributions

The purchase price for the assets was $9-million (U.S.) (approximately $12,438,000 (Canadian) (1)) in cash. The net cash payment paid by Parade to Spectra7 at closing of the sale transaction was $6,443,773 (U.S.) (approximately $8,905,294 (Canadian)), representing the purchase price less: (i) $756,226 (U.S.) (approximately $1,045,104 (Canadian)) in bridge loans made by Parade to Spectra7 and interest thereon; and (ii) $1.8-million (U.S.) (approximately $2,487,600 (Canadian)). The escrow amount was deposited into escrow with a third party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after closing. There can be no certainty as to the quantum of the escrow amount to be released.

As previously announced, it is the intention of Spectra7 to distribute all of the net proceeds received from the sale transaction to its shareholders (other than dissenting shareholders) and holders of prefinanced warrants. Spectra7 anticipates making a special distribution to the Spectra7 shareholders and holders of prefinanced warrants of all of the net cash proceeds received at closing and one non-interest-bearing contingent value right for each common share or prefinanced warrant held on the record date for the special distribution, being April 28, 2025. The distribution of the available escrow amount and any unused proceeds from the sale transaction shall be made to the holders of CVRs on a date to be determined by Spectra7 as soon as possible following the escrow release date. The cash portion of the special distribution shall be equal to the proceeds received by Spectra7 at the closing less: (i) transaction costs including fees for financial and legal advisers, costs of the special meeting of Spectra7 shareholders held to approve the sale transaction, escrow agent fees, and fees payable to the TSX Venture Exchange; (ii) accounts payable and any employee severance and bonus costs; (iii) funds used for Spectra7's ordinary course expenses prior to closing; and (iv) funds used by Spectra7 to continue to exist until on or after the escrow release date, including governance, maintenance and wind-down costs for the company's international operations.

The cash portion of the special distribution is estimated to be approximately $1.07-million (U.S.) (approximately $1,478,740 (Canadian)), or approximately 0.39 U.S. cent per share based on the share information below, and is expected to be made within two weeks after closing. assuming the escrow amount is released in full, the distribution to CVR holders is estimated to be $1.8-million (U.S.) (approximately $2,487,600 (Canadian)) or approximately 0.65 U.S. cent per share, and is expected to be made shortly following the escrow release date.

As of the date of this release, the number of common shares of Spectra7 outstanding (assuming the exercise in full of all of the 100,035,411 outstanding prefinanced warrants and settlement of all outstanding restricted share units, but excluding the exercise or conversion of any other outstanding securities of Spectra7 previously issued by Spectra7) is 276,622,494 common shares.

Delisting

Spectra7 has commenced the process of delisting its common shares from the TSX-V. As previously announced, shareholders of Spectra7 approved the delisting, conditional upon the approval and completion of the sale transaction, at Spectra7's annual and special meeting held on April 17, 2025. The delisting remains subject to TSX-V approval, but is expected to be effective on or about April 28, 2025.

About Spectra7 Microsystems Inc.

Spectra7 is a leader in high performance analog semiconductors for powering the artificial intelligence revolution in broadband connectivity markets, hyperscale data centres and spatial computing. Spectra7 is based in San Jose, Calif., with a design centre in Cork, Ireland, and a technical support location in Dongguan, China.

(1) The U.S.-dollar/Canadian-dollar exchange rate used throughout this press release is $1.3820 (Canadian) to $1 (U.S.) based upon the Bank of Canada exchange rate as at April 21, 2025.

We seek Safe Harbor.