INSP Inspire Semiconductor Holdings Inc

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.

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.comFollow InspireSemi on LinkedIn

Investor Relations ContactPhil Carlson/Scott EcksteinKCSA Strategic Communicationinspiresemi@kcsa.com

Company ContactJohn B. Kennedy, CFO(737) 471-3230jkennedy@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.