INSP Inspire Semiconductor Holdings Inc

Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that provides revolutionary high-performance, energy-efficient accelerated computing solutions for High Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads, today announced that it intends to undertake a non-brokered private placement comprised of subordinate voting share units (each an “SV Unit”) or proportionate voting share units (each a “PV Unit”) for combined gross proceeds of up to C$7,000,000 (the “Financing”).

Investors not resident in the United States may subscribe for SV Units at a price per SV Unit of C$0.16. Each SV Unit will consist, of one subordinate voting share in the capital of the Company (each an “SV Share”) and one half of one SV Share purchase warrant of the Company (each whole warrant an “SV Warrant”).

Investors resident in the United States may subscribe for PV Units at a price per PV Unit of C$16.00. Each PV Unit will consist, of one proportionate voting share in the capital of the Company (each a “PV Share”) and one half of one PV Share purchase warrant of the Company (each whole warrant a “PV Warrant”).

Each whole SV Warrant shall be exercisable to acquire one SV Share at a price of C$0.18 for a period of 36 months from issuance. Each whole PV Warrant shall be exercisable to acquire one PV Share at a price of C$18.00 for a period of 36 months from issuance.

The SV Warrants and PV Warrants shall each be subject to an acceleration right exercisable by the Company which will accelerate the expiry of the SV Warrants or PV Warrants either (i) if the Company’s SV Shares trade at or above a volume-weighted average price of $0.50 on the TSX Venture Exchange (the “Exchange”) for any 20 consecutive trading days following the closing date of the Financing or (ii) upon the Company being accepted for a listing on a senior U.S. Stock Exchange.

For clarity, each PV Share issued in connection with the Financing, or upon exercise of a PV Warrant will be convertible into 100 SV Shares at the option of the holder and upon the terms outlined in the Company’s articles available as Schedule “A” to the Company’s management information circular dated August 14, 2022 which is available on SEDAR+ at www.sedarplus.ca. Therefore the SV Units and PV Units are economically equivalent.

Closing may occur in one or more tranches at the discretion of the Company.

All securities issued pursuant to the Financing will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Finders' fees may be payable on all or a portion of the funds raised under the Financing (the "Finder's Fees").

The Financing and Finder's Fees are subject to the approval of the Exchange.

The proceeds from the Financing will be used by the Company for paying the costs of its proposed uplist to a U.S. Stock Exchange and for general working capital purposes.

Annual General and Special Meeting

The Company is also pleased to announce that all proposed resolutions were approved at the Company’s Annual General and Special Meeting of shareholders held on June 28, 2024.

A total of 67,793,351 shares (on an as converted basis as it relates to PVS) were voted, representing 34.91% of total shares issued and outstanding as of the record date. All the resolutions proposed by the Board of Directors and management of the Company were passed as follows:

• The number of directors of the Company was set at six (6) and shareholders approved the re-election of Alexander Gray, James J. Hickman, Mitchell Jacobson, Jeff R. Schneider, William R. Van Dell and Muneeb Yusuf as directors of the Company.
• Davidson & Company LLP, Chartered Professional Accountants, were re-appointed as auditors of the Company for the ensuing year and the directors have been authorized to fix their remuneration.
• The Company’s updated 20% fixed omnibus equity incentive plan was approved and ratified by the shareholders.

The Company would like to thank its shareholders for their continued support.

About InspireSemi

InspireSemi (TSXV: INSP) provides revolutionary high-performance, energy-efficient accelerated computing solutions for High-Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads. The Thunderbird I ‘supercomputer-cluster-on-a-chip’ is a disruptive, next-generation datacenter accelerator designed to address multiple underserved and diversified industries, including financial services, computer-aided engineering, energy, climate modeling, and life sciences & drug discovery. Based on the open standard RISC-V instruction set architecture, InspireSemi’s solutions set new standards of performance, energy efficiency, and ease of programming. InspireSemi is headquartered in Austin, TX.

For more information visit https://inspiresemi.com   Follow InspireSemi on LinkedIn

Company Investor ContactJohn B. Kennedy, CFO(737) 471-3230jkennedy@inspiresemi.com

Company Press ContactDoug Norton, CMO(737) 471-3230dnorton@inspiresemi.com

Cautionary Statement on Forward-Looking InformationThis press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning InspireSemi’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of InspireSemi are forward-looking statements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass.

Forward-looking information includes, but is not limited to, information regarding: (i) the business plans and expectations of the Company including expectations with respect to production and development; and (ii) expectations for other economic, business, and/or competitive factors (iii) expectations as to the use of funds in respect of the Financing. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this presentation, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of InspireSemi, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company including information obtained from third-party industry analysts and other third-party sources and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects management’s current beliefs and is based on information currently available to them and on assumptions they believe to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: (i) statements relating to the business and future activities of, and developments related to, the Company after the date of this press release; (ii) expected completion of or satisfaction of all closing conditions in connection with the Financing, including receipt of final approval from the Exchange; (iii) expectations for other economic, business, regulatory and/or competitive factors related to the Company or the technology industry generally; (iv) the risk factors referenced in this news release and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca; and (v) other events or conditions that may occur in the future. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION.