Seeing Machines Regulatory News (SEE)

Seeing Machines Limited

("Seeing Machines" or the "Company")

Capital Raising

Placing to raise £15m

Australian Offer and Overseas Offer to raise up to £1m

Seeing Machines Limited (AIM:SEE) an AIM-listed technology company that specialises in visual computing systems that track faces, eye and facial features in real time, is pleased to announce that it has raised £15 million, before expenses, through an equity placing. finnCap Ltd ("finnCap"), as the Company's broker, has conducted an oversubscribed placing of 300 million new ordinary shares in the Company ("Ordinary Shares") (the "Placing Shares" and the "Placing") with new and existing institutional investors at a price of 5 pence per share (the "Placing Price"). The Placing adds several blue-chip institutions to the share register. In addition, the Company will provide an opportunity to certain existing shareholders to raise up to a further £1 million at the Placing Price or an AUD equivalent.

The net proceeds of the total capital raising will provide the Company with working capital and further flexibility to pursue its development strategy. The Company plans to allocate capital to continue to develop its mine site solution and to grow a greater presence in the road transport, aviation safety and, over time, consumer electronics markets, alongside key partners.

Ken Kroeger, Seeing Machines' CEO commented: "We are very pleased with the success of this capital raising as the funds will strengthen our balance sheet and enable us to take advantage of some of the compelling opportunities available to us."

Terry Winters, Seeing Machines' Chairman, commented: "I am delighted to see the Company's investor base broadened substantially. I would like to thank investors for supporting our excellent management team who can now focus on growing the business and taking advantage of the significant opportunities available to the Company in the short to medium term. We look forward to this next phase of development at Seeing Machines. In addition, I sincerely hope that existing shareholders will participate in the proposed capital raising which is being offered on the same terms as those taken up by new shareholders."

Details of the Placing

The Company is proposing to issue 300 million Placing Shares at 5 pence per share. The Placing Shares will be issued in two tranches, with 70 million Ordinary Shares ("First Tranche") being issued immediately and the balance of 230 million Ordinary Shares ("Second Tranche") being subject to shareholder approval at a general meeting of Seeing Machines shareholders ("GM") which is expected to be held on or around 30 December 2013.

Admission of the First Tranche is expected to occur on 4 December 2013. Admission of the Second Tranche is expected to occur on 31 December 2013 (assuming shareholder approval). The Placing is not being underwritten by finnCap. The Placing Shares will rank pari passu in all respects with the existing Ordinary Shares.

Ken Kroeger, the Company's CEO, and James Walker, Chief Financial Officer, have informed the Company that they will participate in the Second Tranche of the Placing. Their participation and resultant interest following admission of the Second Tranche is set out in the table below:

Notice of General Meeting

It is anticipated that a notice of meeting will be sent to shareholders, and to those who hold depositary interests, on or around 5 December 2013 for a GM to be held on or around 30 December 2013.

Total Voting Rights

Following the issue of the First Tranche, the total issued share capital of the Company will be 572,226,253 Ordinary Shares. Accordingly, as at 4 December 2013, the total voting rights in the Company will be 572,226,253.

Details of the Australian Offer and Overseas Offer

Subject to shareholder approval, the Australian Offer and Overseas Offer, when combined, seek to raise up to approximately £1 million at an issue price of 5 pence per share or an AUD equivalent.

Australian Offer

The Company proposes to invite its sophisticated and professional Australian resident shareholders to subscribe for new Ordinary Shares at an AUD equivalent of 5 pence per new Ordinary Share ("Australian Offer"). Participants in the Australian Offer will also be entitled to apply for additional Ordinary Shares not taken up by other eligible shareholders. The Board of the Company also reserves the right to issue shares to third parties in the event of a shortfall. Further information concerning the Australian Offer, including confirmation of the AUD price per share, will be sent to eligible shareholders in due course and will also be available at www.seeingmachines.com. The Company will determine eligibility for participation in the Australian Offer as at 7.00pm (Australian Eastern Daylight Time) on 28 November 2013. The Australian Offer will not be underwritten and the entitlement to participate in the Australian Offer cannot be sold or otherwise transferred. The Australian Offer will be subject to the new Ordinary Shares to be issued under the Australian Offer being admitted to trading on AIM and shareholder approval at the GM.

Overseas Offer

The Company proposes to invite existing shareholders with registered addresses in the United Kingdom and certain other jurisdictions (excluding Australia) to subscribe for new Ordinary Shares ("Overseas Offer"). A circular and application form relating to the Overseas Offer will be sent to existing shareholders with registered addresses in the United Kingdom and certain other jurisdictions (excluding Australia) into which the Company may lawfully extend the offer without the publication of a prospectus. Those shareholders entered on the register at 18:00 (London time) on 28 November 2013 (the "Record Date") will be entitled to participate in the Overseas Offer. Such qualifying shareholders will be able to apply for any number of new Ordinary Shares at 5 pence per new Ordinary Share but, if the aggregate amount raised under the Australian Offer and Overseas Offer exceeds £1 million, shareholders will be scaled back at the directors' discretion. The circular and application form for the Overseas Offer, including an expected timetable, will be sent to all qualifying shareholders in due course and will also be available at www.seeingmachines.com. The Overseas Offer will not be underwritten and the entitlement to participate in the Overseas Offer cannot be sold or otherwise transferred. The Overseas Offer will be subject to the new Ordinary Shares to be issued under the Overseas Offer being admitted to trading on AIM and to shareholder approval at the GM. Eligible participants should consider the circular in deciding whether to subscribe for the shares being offered to them and will need to complete the application form that accompanies that document.

Enquiries:

www.seeingmachines.com

About Seeing Machines Limited

Seeing Machines, (AIM: SEE), is an AIM-listed technology company that specialises in visual computing systems that track faces, eye and facial features in real time. Its software and engineering services are used in products and applications that range from devices that detect eye disease to prevent loss of sight, to those that improve driver safety and save lives. Seeing Machines technology is used worldwide across the automotive, mining, gaming, transport and aviation industries; as well as many of the leading academic research groups, transportation authorities, and Defence Departments. Seeing Machines is based in Canberra, Australia, and Tucson, Arizona and counts Freeport McMoRan, BHP Billiton, Newmont, Cloud Peak Energy, Toll Mining Services and Teck Resources among its mining customers.