InspireSemi Announces Short-Term Loan of Up-To US$1 Million and Other Updates
VANCOUVER, British Columbia and AUSTIN, Texas – March 7, 2023 – Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that has built a technology foundation to deliver revolutionary performance, today announced that it has entered into a short-term unsecured loan agreement (the “Loan Agreement”) with a consortium of lenders led by James J. Hickman, the chair of the Company’s board of directors (collectively, the “Lenders”), providing for up to US$1,000,000, maturing on March 6, 2024 (the “Loan”). The Company may take drawdowns under the Loan Agreement at any time during the term of the Loan Agreement at its discretion. Borrowings under the Loan Agreement shall bear no interest for the first 6 months from the date execution of the Loan Agreement, and shall bear interest at a rate of 9%, per annum thereafter. Interest and principal under the Loan Agreement shall be repayable at maturity, and the Company shall have the right to repay all or any portion of the Loan at any time prior to maturity with no penalty upon notice to the Lenders. The proceeds from the Loan will be used to support the Company’s go-forward strategy and general working capital needs.
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as one or more of the Lenders is a related party of the Company, the Loan to InspireSemi is considered a “related party transaction”. The Company is relying on the formal valuation exemption in section 5.5(a) 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 Loan Agreement is entered into, neither the fair market value of the fair market value of the Loan, nor the fair market value of the consideration therefor, insofar as it involves related parties will exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
A material change report will be filed less than 21 days before the execution of the Loan Agreement. This shorter period is reasonable and necessary in the circumstances to allow the Company to enter into the Loan Agreement in a timely manner.
Shares for Debt
In addition to the Loan Agreement, the Company has negotiated a shares for debt settlement whereby it shall convert C$47,000 of debt owing in connection with the termination of a banking firm advisory agreement entered into on or about October 17, 2022, into 335,714 subordinate voting shares of the Company (the “SVS”) at a price of C$0.14 per SVS (the “Debt Settlement”). The SVS issued pursuant to the Debt Settlement are subject to a minimum hold period of four months and one day from the date of issuance. The Debt Settlement remains subject to the approval of the TSX Venture Exchange.
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
Investor Relations Contact
Phil Carlson/Scott Eckstein
KCSA Strategic Communication
John B. Kennedy, CFO
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 Company’s ability to issue SVS pursuant to the Debt Settlement; (ii) the ability of the Company to repay principal and interest under the Loan; and (iii) 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 press release, 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 press release is expressly qualified by this cautionary statement.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflects 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 press 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 conditions in connection with the Debt Settlement, including receipt of final approval from the TSX Venture 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 press 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 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 press 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchnage) accepts responsibility for the adequacy or accuracy of this release.