INSP Inspire Semiconductor Holdings Inc

Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“Inspire” 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, is pleased to announce that the Annual General and Special meeting (the "AGSM") for the year ended December 31, 2023 will be held in person at the Company’s offices at 11305 Four Points Drive, Suite 2-250, Austin, TX 78726 at 9:30 a.m. (Austin time) on November 20, 2024.

The Notice of AGSM, Management Information Circular (the “Circular”), Financial Statements Request Form, Form of Proxy and Voting Instruction Form (the “Materials”) will be mailed to shareholders and posted on the Company’s profile on SEDAR+ at www.sedarplus.ca not later than the date of this release. The Materials can also be found on the Company’s website at www.inspiresemi.com, investors tab.

Shareholders of record as of October 11, 2024 are entitled to vote their shares of the Company at the AGSM. The Company encourages its shareholders to vote in advance of the AGM using the instructions on the Voting Instruction Form or the Form of Proxy that were mailed to them with the Materials. Shareholders are reminded that proxies must be received by 9.30 a.m. (Austin Time) on November 18, 2024.

In addition to the usual matters presented to shareholders at an annual general meeting, the Company will be seeking the approval of its shareholders to delist its subordinate voting shares from the TSX Venture Exchange. For reasons further explained in the Circular, the Company deems the delisting to be an extremely important matter for the Company. The Company encourages all shareholders to review the information in the Circular and to vote in favour of the delisting at the AGSM.

If any shareholder has not received their voting instructions by mail by mid November and wishes to vote at the AGSM, the Company encourages those shareholders to contact the Corporate Secretary by email to secretary@inspiresemi.com who will be happy to assist with retrieving your individual voting instructions.

Advance Notice

This press release is deemed notice, in accordance with the Company’s Advance Notice By-Law (the “By-Law”), which amongst other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. Therefore, in this case of the AGSM notice of any nomination must be received by the Company by November 9, 2024.

Shareholders must provide notice of any nomination for director to the Corporate Secretary by email to secretary@inspiresemi.com and in proper written form and including all the details required in accordance with the By Law, a copy of which can be found on the Company’s website at www.inspiresemi.com, investors tab.

Appointment of Director

The Company is also pleased to announce that it has appointed Mr. Jeff Brown to its board of directors effective October 29, 2024.

Mr. Brown has had a long and successful career in the media industry, with extensive experience in distribution, digital marketing and brand management. He currently owns and runs JB & Associates, a strategic and business building consulting firm and is a Faculty Lecturer in Entertainment Media Management, Cinema and Television Arts at California State University.

Previously he was with Warner Bros for over 26 years as a prominent executive in the Home Entertainment division, ending as Executive Vice President in January 2023. He helped lead Warner Bros. with its move into streaming, digital (VOD/EST) and physical media (DVD/Blu-ray). He managed P&L for distribution of television content, including WBTV, HBO, Turner productions and third-party partner brands such as the BBC and Peanuts, leading to Warner Bros. holding the top placed market share for nearly 20 years. He oversaw the implementation of new customer acquisition strategies and adherence to best-in-class data driven analytics. He also previously worked in brand management and finance for other large brands including Nestle, General Mills and the Gap.

Mr. Brown holds an MBA from Stanford Graduate School of Business, a BSE in Finance from Wharton, University of Pennsylvania and a BA in Political Science from University of Pennsylvania.

The Company welcomes Mr. Brown to the board and looks forward to his future contributions to the success of Inspire.

Mr. Brown was nominated as a director by Humanitario Capital LLC pursuant to nomination rights granted to it under the Convertible Loan Agreement between it and the Company dated September 23, 2024. Further information regarding the Convertible Loan Agreement can be found in the Company’s press released dated September 23, 2024.

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, cybersecurity, 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.comFollow InspireSemi on LinkedIn

Company ContactRon Van Dell, CEO(737) 471-3230rvandell@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. 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) 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.