INSP Inspire Semiconductor Holdings Inc

Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that has built a technology foundation to deliver revolutionary accelerated computing performance, today announced that on December 15, 2023 it closed the non-brokered private placement previously announced on October 31, 2023 (the “Financing”) comprised of subordinate voting share units (each an “SV Unit”) or proportionate voting share units (each a “PV Unit”) for total proceeds of C$917,691.90.

The Company intends to use the proceeds from the Financing to support its go-forward strategy and general working capital purposes. No finder’s fees are payable on any portion of the funds raised under the Financing.

Investors not resident in the United States were issued SV Units at a price per SV Unit of $0.10. Each SV Unit consists 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”). Each whole SV Warrant is exercisable for one SV Share at a price per share of $0.15.

Investors resident in the United States were issued PV Units at a price per PV Unit of $10.00. Each PV Unit consists 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 PV Warrant is exercisable for one PV Share at a price per share of $15.00.

The Company issued 2,050,119 SV Units for gross proceeds of $205,011.90 and 71,268 PV Units for gross proceeds of $712,680. Each of the SV Warrants and PV Warrants issued have an expiry date of three years from December 15, 2023, being December 15, 2026.

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.

All securities issued pursuant to the closing of the Financing are subject to resale restrictions pursuant to applicable securities law requirements until 4 months and one day from their date of issuance, in this case until April 16, 2024.

A total of 6,700 PV Units were issued to an individual who is considered an “insider” by virtue of him being a director and officer of the Company and the issuance of PV Units to such person is 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 subscription agreements with these persons were agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for their PV Units purchased under the Financing exceeded 25% of the Company's market capitalization as determined in accordance with MI 61-101.

This is the first and final closing under this Financing.

The Financing has been conditionally approved by the TSX Venture Exchange (the “Exchange”). The Financing remains subject to the receipt of final approval from the Exchange.

About InspireSemi

InspireSemi is an Austin-based chip design company that has built a technology foundation that delivers revolutionary performance, energy efficiency, versatility, and a thriving open software ecosystem. This enables InspireSemi to address multiple diversified, uncorrelated markets of High-Performance Computing (HPC), AI, and blockchain. Led by an accomplished team with a proven track record, it has a unique and strongly differentiated accelerated computing solution compared to existing approaches for these markets

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

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

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

Cautionary Statement on Forward-Looking Information

This 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. 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 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.sedar.com; and (v) other events or conditions that may occur in the future. Although the Corporation 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 Corporation 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.