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,
announces that it will issue an aggregate of up to 13,645.67
proportionate voting shares in the capital of the Company (the
"
PV Shares") at a deemed issuance price
of $17.50 per PV Share to settle in
full $238,800 in interest owing (the "
Interest
Payment") to the holders of outstanding 10% unsecured
convertible debentures issued on August 25, 2023 (the
"
Debentures"). Unless otherwise indicated, all
dollar amounts in this press release are expressed in Canadian
dollars.
The Debentures were issued as of August 25, 2023 (see the
Company’s press release dated August 25, 2023), mature on August
25, 2026 and carry an annual interest rate of 10%, accrued and
payable annually on August 25 and payable in cash or PV Shares at
the option of the Company and subject to the approval of the TSX
Venture Exchange (The “TSXV”). Under the terms of
the indenture pursuant to which the Debentures are issued, the
interest payable to the holders of Debentures is payable in PV
Shares at a price per PV Share equal to 100 times the Market Price
(as defined in the policies of the TSXV) of the Company’s
subordinate voting shares (“SV Shares”) on August
28, 2024.
For clarity, each PV Share issued in connection with the
Interest Payment is 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 issuance price of the PV Shares is
equivalent to Market Price of the SV Shares on August 28, 2024.
All PV Shares issued in connection with the Interest Payment are
issued in reliance on certain prospectus exemptions available under
securities legislation and are subject to a four month and one day
statutory hold period measured from the date of issuance.
The issuance of the PV Shares is subject to the approval of the
TSXV.
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
Company ContactJohn B. Kennedy, CFO(737)
471-3230invest@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.
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