InspireSemi Announces Secured Loans and Closing of Private Placement

VANCOUVER, British Columbia and AUSTIN, Texas, April 01, 2024 (GLOBE NEWSWIRE) -- 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 entered into a secured loan agreement (the “Loan Agreement”) and has received loans thereunder (each a “Loan”) of US$450,000 made by certain arm’s-length investors and Jeff R. Schneider, a director of the Company (each a “Lender”).

The maturity date of each Loan is the date that is 12 months following the date that such Loan is received by the Company (the “Maturity Date”), being March 28, 2025. Each Loan bears interest of 10% per annum payable on the Maturity Date. The Loans may be repaid by the Company prior to the Maturity Date at the Company’s option.

The Loans 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 Company will, subject to the approval of the TSX Venture Exchange (the “Exchange”), issue a total of 48,911 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 $12.50 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.

The terms of the Loan Agreement provide that the Company may receive additional secured loans on the same terms up to a maximum amount of US$3,000,000. The Company will provide updates regarding any additional loans made under the Loan Agreement and any additional Bonus Warrants issued by way of further press release.

The proceeds of the Loans will be used to fund additional costs with respect to the tape out of the Company’s Thunderbird semiconductor chip, and for general working capital.

A total Advance of US$65,000 was made by, and the Company intends to issue 7,065 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.