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 performance, is pleased to announce that it has closed its previously announced non-brokered private placement (the “Financing”) of units (the “Units”),for total proceeds of C$806,750.69.

The Company intends to use the proceeds from the Financing to support its go-forward strategy including the final development stages of its next-generation Thunderbird compute accelerator, as well as for general working capital purposes. No finder’s fees are payable on any portion of the funds raised under the Financing.

Each Unit consists of (i) an unsecured convertible debenture in a principal amount of C$1,000 and (ii) 52 proportionate voting share purchase warrants. A total of 805 Units were sold, of which 142 such Units have been sold as part of the second tranche of the Financing, which has closed concurrently herewith. Total proceeds raised as part of the Financing were C$806,750.69, with C$143,750.69 being secured as part of the closing of the second tranche of the Financing.

A total of 132 Units were issued to one or more individuals who are considered “insiders” by virtue of their being directors or officers of the Company and the issuance of Units to them 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 Units purchased under the Private Placement will exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101.

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.

Stock Option Grant

In addition the Company announces that, effective February 21, 2023, its board of directors approved the grant of stock options (the "Options") to certain employees of the Company to acquire a total of 340,000 subordinate voting shares in the capital of the Company at an exercise price of $0.10, being the closing trading price of the Company's subordinate voting shares on the Exchange on February 17, 2023.

All of the Options are exercisable for a ten-year term expiring February 21, 2033, were granted pursuant to the Company's omnibus equity incentive plan (the "Plan"). All of the Options are subject to the terms of the Plan, applicable option agreements and the requirements of the Exchange.

All of the Options vest over 4 years, with 25% vesting one year from vesting commencement dates in October and November 2022, and the remainder vesting in equal monthly amounts over the following three years.

All of the Option grants as subject to the approval of 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 us 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.