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 has received additional loans of US$1,162,381.82 (the “Loans”) under the secured loan agreement (the “Loan Agreement”) dated March 28, 2024 and previously announced by the Company in its press releases dated April 1, 2024 and April 30, 2024. The Loans were made by made by certain private investors and an insider (the “Lenders”).

The maturity date of the Loans is the date that is 12 months following the date that such Loans were received and accepted by the Company (the “Maturity Date”), being June 14, 2025.

All other terms of the Loans remain the same as reported in the Company’s press release dated April 1, 2024.

The Company will, subject to the approval of the TSX Venture Exchange (the “Exchange”), issue a total of 110,193 Bonus Warrants to the Lenders. Each Bonus Warrant is exercisable for one proportionate voting share of the Company (“PV Shares”) at a price per PV Share $14.50 and will have a term expiring one year from the date of issuance. All issued Bonus Warrants (and PV Shares issued upon exercise of Bonus Warrants) are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

For clarity, each PV Share issued 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.

A total Loan of US$190,000 was made by, and the Company intends to issue 18,012 Bonus Warrants to, Jeff R. Schneider, who is considered an “insider” by virtue of him being a director of the Company and therefore these transactions are considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the formal valuation exemption in section 5.5(b) of MI 61-101 and upon the minority approval exemption in section 5.7(1)(a)of MI 61-101 on the basis that, at the time the Advance was made and the Bonus Warrants will be issued neither the fair market value of the subject matter of, nor the fair market value of the consideration exceeded 25% of the Company's market capitalization as determined in accordance with MI 61-101.

The Loans reported above are the final loans the Company will accept pursuant to the Loan Agreement. The Company has received a total loans of US$1,912,381.82 under the Loan Agreement. The loans are repayable as follows: (i) US$450,000 on March 28, 2025, (ii) US$300,000 on April 29, 2025 and (iii) US$1,162,381.82 on June 14, 2025. All of the loans issued under the Loan Agreement are secured until repayment by a first ranking security granted by general security agreement (and guaranteed by all subsidiaries) on all of the present and future acquired assets of the Company and its subsidiaries.

The Loans and the issuance of Bonus Warrants are subject to the approval of the Exchange.

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 ‘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

Investor Relations ContactPhil Carlson/Scott EcksteinKCSA Strategic Communicationinspiresemi@kcsa.com

Company ContactJohn B. Kennedy, CFO(737) 471-3230jkennedy@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 or Loan Facility. 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 or Loan Facility, 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.