InspireSemi Issues Shares Related to Annual Interest Payment on Certain Outstanding Debentures

VANCOUVER, British Columbia and AUSTIN, Texas, May 23, 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, announces that it will issue an aggregate of up to 30,016.51 proportionate voting shares in the capital of the Company (the "PV Shares") at a deemed issuance price of $12.00 per PV Share to settle in full $360,200 in interest owing (the "Interest Payment") to the holders of outstanding 10% unsecured convertible debentures issued on May 19, 2023 and June 28, 2023 (the "Debentures"). Unless otherwise indicated, all dollar amounts in this press release are expressed in Canadian dollars.

The Debentures were issued as of May 19, 2023 and June 28, 2023 (see the Company’s press releases dated May 19, 2023 and June 28, 2023), mature on May 19 , 2026 and carry an annual interest rate of 10%, accrued and payable annually on May 19 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 Shares 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 May 23, 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 May 23, 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.

A total of 5,641.66 PV Shares will be 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 Shares 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 Interest Payment to such person were became due, neither the fair market value of the subject matter of, nor the fair market value of the consideration for the PV Shares issued to such person exceeded 25% of the Company's market capitalization as determined in accordance with MI 61-101.