Welcome everyone to of our Inspire Semiconductor business update presentation. As we go through this, please consider that we may be presenting forward-looking statements, so when you have a moment, please read through the full disclaimer and safe harbor statement. With that, I'd like to introduce James Hickman, our Executive Chairman. Hi everybody. Thanks John. Before we get started with everything, I just wanna go ahead and summarize a few key points about where we are as a business, as an organization. If you're just joining us, and you're a brand-new investor, just curious, or you've been with us really since inception, the most important thing, I think the biggest takeaway is that the design for our Thunderbird chip is effectively done. Thunderbird is the chip that we've been working on for several years. It is an unprecedented accelerator, you'll be hearing a lot more about that, specifically for the high-performance computing market. It's got over 2,000 cores, high-performance mesh network, low energy consumption, an open-source software environment. This is the sort of thing that does not exist in the marketplace. We're incredibly excited about it. You're gonna hear about this from Alex, our Chief Technology Officer, from Ron, from Doug. We are really, really excited about what this and what it can do. I think it's important to point out that Thunderbird, this chip, again, that we've been working on for years, something that this size and ambition would ordinarily take an enormous team of people and tens of millions of dollars. Inspire's been able to do this in, frankly, an absurdly efficient way at less than $20 million and with fewer than 20 employees. The reason for that is because the quality and the talent we have on this team is just incredible. We have talent, we have engineers, people that have literally won awards from some of the top semiconductor companies in the world, and we're incredibly grateful for their talent and all their contributions into this project. Thunderbird, our chip, is already out there dazzling the market. You'll hear from our Senior VP of Business Development, has just started sending out letters of intent. Executives are already calling and saying, "Yes, I'm in." In fact, literally just 30 minutes ago, before we started this conversation, he got one more call from somebody saying, "Yes, I'm in. Send me the LOI and I'll sign it right now." We've got one major national laboratory that wants to skip directly to a purchase order, right? This is incredibly encouraging. What we're seeing out there in the marketplace is that. These aren't small players, these are huge institutions and organizations that really want this, they really want Thunderbird. By the way, all this enthusiasm and support and the feedback we're getting from the marketplace, we've literally just started this process. We've literally just started this process going out and sending out letters of intent and so far, it's just overwhelming, the kind of feedback and support we're getting out there in the marketplace. This is huge. What's also huge is the size of the market. HPC, High-P erformance Computing, is an enormous market. There was just an article just the other day published in Forbes, pegging the market at up to $64 billion over the next couple of years. At a minimum, this is something that goes into the billions and billions of dollars with a huge growth rate. That's because everybody's getting into this. High-P erformance Computing, HPC, you'll be hearing that over and over throughout this presentation. This is everything from genomics and pharmaceutical development, financial modeling, weather simulation, forecasting, even certain AI applications like graph analytics. You can see, just to give you an example, in the annual letter that JP Morgan put out just a couple of weeks ago, CEO Jamie Dimon wrote that JP Morgan alone had invested $2 billion in this technology. This is one bank in one use case in one small area of this, $2 billion just from one company. This is a huge market, and you don't, you know, you can do the math and you can see just capturing a very, very small portion of this is just absolutely huge for this, for this business. We have something, as I mentioned earlier, that literally does not exist in the marketplace right now. We're really excited about what we have, the future prospects. I need to point out that obviously one of the use cases of this chip, in addition to all these things that we talked about, weather simulation and financial modeling, all this, is also altcoin mining, and that's a really big growth area for what we have. That's definitely in the cards. Ron will talk a little bit more about that in terms of overall company strategy. The big headlines again here are, the chip is effectively done. There's some small items that Alex will talk about a little bit before we actually send it to the fab and put it in production. We are already in the process of closing deals, signing letters of intent and purchase orders with enormous companies and institutions. We're really excited about the future. We're really excited about everything that we've accomplished, and we're ready to take this to the next level. John's gonna tell you a little bit later that in order to start production, we are raising capital right now, and that's really important. We'll discuss that a bit later in the presentation. Again, we're really excited about everything that we've accomplished so far, excited to tell you guys about it, and I'm gonna turn it over to our CEO, Ron Van Dell, to go into further detail. Thank you, James. It really is remarkable what this company has accomplished to date. In my experience, that ultimately comes down to the human capital that makes up the company. Let me just do a brief introduction here of our leadership team, which I find to be an extremely valuable team, primarily because of their industry experience, their commitment to this company, and their ability to be hands-on leaders, in addition to having great judgment, from a leadership perspective on how we guide the overall business. Just a few words. On myself, I've been building technology companies that are disruptive in one way or another to large established markets for over 40 years. I started out at GE in the semiconductor business back when GE had a semiconductor business. We did some great things in the early days of power semiconductors and power integrated circuits. But probably the two things I'm most proud of are having built a team that is responsible for everything that we now take for granted as Wi-Fi. And after that, I was recruited into Dell Computer to run the Dimension line of business there, which we took from $4 billion - $6 billion in two years, and it became a very high-performance business unit for Dell overall. Worked around the world in a lot of different industries, and this is my fifth turn in the CEO chair. Next, of course, and really first in the formation of this company is Alex Gray, our Founder and CTO and President. I'll let him say a few words about himself. Sure. Thanks, Ron. I started my career in a startup that actually was run by Ron and John Kennedy. That's how we got to know each other. Spent about 10 years there. Right around five years ago, I started this company, which or rather predecessor to Inspire, has grown far beyond what I originally envisioned for it. We started out with a pretty simple ASIC in the blockchain space, and that's evolved through market pressures to this incredible accelerator product that we've just been finishing up recently. I'm super excited about the future and continuing to drive the amazing technology that we've been able to in this company with this team. John Kennedy is our CFO, who I've worked with in different companies over nearly 20 years. John? Sure. Yes. John Kennedy, CFO. I've been on board with Inspire, actually a little over three years now. My background, have a few public companies, have done IPOs, in addition to a lot of M&A activity. Primarily my career has been startup companies in all types of different industries and different geographic locations. Next on our list here, moving to the right-hand column, is Trevor Smith. Trevor is our VP of Engineering and has been the overall lead for our Thunderbird project, which is code for saying he hasn't slept a lot lately, including last night. Trevor, a few words? Yeah. I've been doing startup companies as VP of engineering for over 30 years now, delivering enterprise quality semiconductor products into production and with very high quality, and just enjoy leading the teams. This is a great place to work with a very great team. Next is Thomas Fedorko, who heads up operations and does everything that Trevor doesn't do to ultimately turn this into a true product company. As you'll see, from Thomas's remarks, he's very, very well connected with the major players that enable a company like ours that has an outsourced manufacturing business model to scale and to excel. Thomas? Yeah. Good morning. Thomas Fedorko, VP of Ops. Yeah, I started my semiconductor career at Motorola Semiconductor, working on the 68000. Had the good fortune to have worked in virtually every discipline and spending tremendous amounts of time in the wafer fab, developing next-generation wafer process technologies and then spending time in assembly and test, developing next-generation packages and finding innovative solutions for all of the technologies that are required to manufacture our products. Spent a lot of time in offshore manufacturing facilities, mostly owned by Motorola at the time. Then moved into the startup realm, where I was really challenged to use all of the technology that's available globally, and manage all of the supply chains that produce those products and built tremendous relationships with some of the largest manufacturers in the world of semiconductor products. was fortunate enough to be a part of six very successful startup companies and have enjoyed every minute of being on the entrepreneurial side, working with small teams of very talented people, of which now Inspire Semiconductor is the seventh one of those, looking forward to getting Thunderbird into production, here in the next, you know, four-six months. Wrapping up our executive leadership roster is Doug Norton. I thought I had a pretty killer Rolodex until I met Doug. He is very, very visible and influential to the industry and very strong asset for our company. What he has been doing in the HPC industry in general is you'll hear about and in the RISC-V activities in particular. Doug, a few words on your background? Yeah. Thanks, Ron. I started my career with IBM. I was very fortunate, great place to learn and after a number of years in product development, I was tapped, invited to go out and help evangelize IBM technology, get out of the lab and get to the field. Went through IBM's two-year kind of mini MBA in sales and marketing program, and just worked with a lot of companies, aerospace, federal, you name it. From there, I went to a business partner named Cadence Design Systems, who we use their design tools here to do our chip, and then just kind of went down the startup path and did a number of startups, typically founder, leadership team, that kind of thing, all enterprise, high tech, kind of companies. A lot of infrastructure, a lot of exposure to all the different federal government agencies, both civilian, DOD, intelligence community, you name it, as well as big banks around the world and such. As Ron said, yes, I also know a lot of the analysts in the industry and the press, key writers for HPC and AI. I am the president of the Society of HPC Professionals, which also means I get to go to other conferences, which is another benefit to our company for exposure here as well. Certainly, since our chip is based on RISC-V, we're taking a heavy role in that. I'm heavily involved, as is our principal software person, in making sure that we drive the right things in the ecosystem that we're gonna need and leverage with Thunderbird. Thank you, Doug. Beyond the leadership team, of course. Mm. A successful enterprise with all chiefs and no Indians. The company has been very fortunate, as James mentioned, to also be able to attract and retain some really stellar talent in the individual staff kinds of technical areas across many different disciplines as well. Pound for pound, an extremely effective team. From a company strategy standpoint, by way of a bit of an update, there have certainly been some significant changes in external conditions. Based on those changes, particularly what we've all seen happen in the crypto space over the last several months, we have pivoted as a company to a strong focus on high-performance computing. As James mentioned, we will retain, including within the current Thunderbird platform, we will retain the ability to do Altcoin Mining. We think that is a profitable option for us. Near term, it will not be a priority for us, given what we see as being the opportunity is to cultivate a leadership position in HPC. Consistent with that pivot, we now have the entire team dedicated to a solution that is based on one chip, which is Thunderbird, which we are optimizing for HPC applications. Doug will be talking about what we call our early access program that is underway to compress our time from the chip going into fab to design wins to production orders. Very exciting to see the kind of response that we've had in early days on that program. As John Kennedy will talk about a little bit later, we have put forward a $3 million deposit to TSMC, the wafer foundry, which was originally oriented towards technology access for a five nanometer process. We have now retasked that deposit to be something that we can deploy on our 12 nanometer process, which is what we use for Thunderbird. That deposit can be tactically utilized to great effect as soon as we raise a little bit of additional capital to actually get this complete tape-out done and get Thunderbird into the fab. With that, we'll go to more of a market perspective from Doug, both from the standpoint of applications and market sizing and our early access program. Doug? Yes. Thanks, Ron. I was wanting to really come up with a graphical way to show just how important it is, what Thunderbird is accomplishing here, because you hear a lot of headlines about NVIDIA and now AMD trying to come in on GPUs and even Intel with their latest Ponte Vecchio. What's interesting is, they're really being focused mostly at AI. There's been a couple of wins they've had in High-Performance Computing. As we've said before, many of these key centers say only 5% or 10% of their apps, will benefit from a GPU, and these are pretty expensive. The latest NVIDIA GPU is a $48,000, thing I just heard yesterday. It's supposed to be $20,000, but people are paying $48,000-$75,000 for one of these, one accelerator. They only do a couple of apps in this broad high-performance computing market. This is hugely complex mathematical problems, whether it's big simulations for the energy industry, for genomics, you know, the Human Genome Project, those kinds of things. Computational Fluid Dynamics is part of computer-aided engineering, so that's used pretty much by almost everybody who's, you know, whether you're an oil company, whether you're a manufacturer of automobiles, airplanes, ships, submarines, whatever. Everybody's doing some CFD. You've got all the nuclear stuff with fission and hopefully fusion. We've seen some great breakthroughs there. Vehicle crash simulations to not crash real cars and not hurt real people, to do all this stuff, you know, on, you know, virtually first. Of course, urgent computing too, like weather, you know, hurricane and tornado forecasting, as well as, frankly, some of the genomic stuff we've done with, you know, pandemic response and stuff. You know, they can't wait, you know, months or years for results. They need these results in hours or days. You have to have some sort of accelerated computing solution, and there just is a gap in the market because what's happened is these GPUs, which maybe could have done some of it, they're getting pushed more and more to AI because there's so many AI competitors trying to come at them. They're actually taking some, you know, eye off the ball, if you will. Really a lot of the HPC people have been kind of concerned about what are they gonna do to accelerate these important workloads that people run every day around the world in companies, in government organizations, you name it. Everybody's doing these kinds of things. InspireSemi, we'll be able to do some AI stuff, but frankly, the focus has got to be on this big market need of HPC with all these types of applications. Sure enough, we are getting the type, as you've heard, of response of people very, very happy to hear this coming to market. Instead of being, you know, something that was originally designed for graphical computing, this was designed to go after high-performance computing. It's literally a supercomputer cluster on a chip. It's got all this versatility to go after all these type of applications, including what a GPU does, but so much more. We've had a focus from the beginning to be best in class, not only on performance per dollar, but performance per watt. Energy consumption is, and ESG is becoming such a big deal at all these companies. It's getting to the point with some of these massive data centers, you almost have to have a nuclear power plant next to them. Some of these newer systems that other people up above are coming out with won't even fit in the existing infrastructure they have. To be able to come out with something that can drop into an existing data center without having to build a new one, and to work with an existing established open software ecosystem that uses less power is just fantastic. There's no one thing that this thing does. It's checking all the boxes that people care about. That's really the bottom line of what makes Thunderbird different. It's checking all the boxes. To that point, if you look at just the HPC market, and I'm only looking here at the on-prem part. I'm not even thinking about right here in this market, the Hyperscalers like our friends at AWS or Google Cloud or Microsoft Azure, because they are more than double these numbers. You can take those things and just double the scale. For us, that's an upside market. Just the on-prem part right now, HPC overall is about a $41 billion market, growing nicely at a compound annual growth rate of about 7.7%. That's all of HPC, a lot of spend going on there. You can see in the next three years, that jumps up to about $55 billion. The hardware component of servers and such, which is where these accelerators plug into, is about a $15 billion-$16 billion market going to about $18 billion market. What's really interesting, and the CAGR there is pretty good, 6.6%, what's really interesting is this accelerator market. We're sitting today at about $4 billion in just the HPC accelerators. That's ignoring AI accelerators. That's ignoring, again, Hyperscalers and even graph analytics, which could add another couple billion dollars. The CAGR for this is anywhere from 22.6% - 25% compound annual growth rate over the next three or four years. We are playing in a space conservatively that's almost $10 billion. Again, you could more than double that if you were going after the Hyperscalers, and then double that again if you're adding AI. That's all upside to our model. With that kind of market to play in, clearly, if we just capture some of that obtainable market, we're doing very well, and the enterprise value of this company will be significant. We launched this early access program, and that's what people are already starting to send us LOIs and even purchase orders for in the works. The reason we did this was to really jumpstart the S-curve, as we call it in technology, the adoption of Thunderbird and getting the right software applications ported to Thunderbird and available because people don't buy hardware just to have hardware. They buy hardware to run software. You really want to get some software on this thing from reputable people that's widely used in the industry. That's gonna help us do that. It also has a benefit to capture revenue prior to our product being available while it's off being produced. In addition to that, we're picking the right people not only to have the right software, but have the right customer feedback for the next turn of the crank of Thunderbird. What should be in the next one? We can put, you know, 4x or 5x as many cores in this, or we could put more cache memory, or we could do different things. You know, what do customers value? What is the software starting to take most benefit from? We want to get that feedback and have an even, you know, just continue the curve, continue the push as we drive Thunderbird broader to market. What's included? They get an early emulator development board with a limited number of CPU cores, and that's pretty normal in the industry. I've called this Thunder and Lightning, as you can see, based on the Thunderbird legend. The Thunder is the FPGA emulator dev board, and then as soon as we do get Thunderbird chips back and get those put on PCIe boards, they'll get an early board as well, and that's the Lightning. Of course, there'll be the relevant software for both of these boards, and we'll give them support. We'll have regular review meetings to capture their feedback and any issues. There could even be additional revenue come out of this for consulting services, or more Thunderbirds. Frankly, I've heard some people say they want two or five of these things. That would be above and beyond. We've sent out invitations now to over 15 interested parties. Nobody is saying no. There's more in the pipeline. We just wanna make sure we get the right people, the right set to accomplish our objectives here. As we said, some are already signing LOIs and even starting the procurement process. With that. Thanks. Hand over to Alex, I believe. Right? Yep. Thank you. Quick update on the design. It is essentially done, as we mentioned. The final step that we're working on and have been working on for the last month or so, is called DRC. We're checking our designs versus the rules that TSMC puts out to make sure that they can manufacture it. These are pretty complicated. There's several thousand rules that have to be checked on every transistor. We're down to just a handful of issues there, which will be pretty straightforward to fix over the next few days. In the process of that, we've honed our design process to a really great point, where we can actually push new designs through it in a matter of days and get a result that's DRC clean or nearly so. That's a huge advantage for further optimizations, and future work that we will surely do that, we won't have to spend as much time on DRC in the future. We have this recipe now that lets us turn ideas into products quickly, and that's, I think, a key part of enterprise value for any company like ours. Something that even TSMC and other partners don't tell you how to do. Every company has to figure these things out for itself, and they guard those secrets pretty closely. Proud of the process we've built and the proximity to completion on this DRC validation. In the meantime, we're optimizing the design further. There are a few trade-offs to get DRC done that reduced clock speed a little bit. We are reclaiming that performance and expect that that will be done before all the other gates are cleared for this tape out. A few new features. Due to this new stronger focus on HPC, we need more testability. There has to be a something called a scan chain so that we can prove these chips work as they come off the production line, and they work to a kind of standard for the enterprise HPC customers we're targeting. Fortunately, those improvements are now very quick to run through layout in DRC. We've had some pretty exciting progress on the software side as well. We booted our first operating system in the simulated version of this chip, which proves a lot of important points about the readiness of this design. These operating systems run millions of lines of code over many, many hours of simulation, and they exercise most components of the chip. Being able to run that gives us a lot more confidence that there are not many bugs left lurking in the design, and that we'll be able to run real software that customers care about. Next slide. Thanks. A few graphics and details on the technical progress. That graphic at the top is our floor plan of the complete chip. Boxes in the middle are clusters of cores, and the blocks around the perimeter are memory controllers and PCI Express Lanes and other Peripherals. The colored lines, you see joining them are all routing. There are millions of wires there. You obviously can't see them at this scale. That's, that's the database that we're running through DRC and that we'll submit to TSMC when we're done. We have successfully produced that complete GDS II file that is what we will hand off to TSMC. There's no surprises there. We have all the bits and pieces that go into it. A lot of blocks that we designed, and third-party IPs all gathered and stitched together. On the specifications, pretty close to what we've projected all along. There's over 2,000 superscalar RISC-V CPU cores. We can clock them at, at least a gigahertz, and we previously had that higher than 1.25 GHz. We'll at least be able to do that as a boost clock. These core counts and clocks are pretty similar to what you see to an equivalent generation GPU or a little better, and they're far more flexible than the shader engines you see in a GPU. I'm very excited about how we'll perform against them, especially on the HPC applications that, as Doug mentioned, they've neglected. The PCI Express and the DDR4 memory are also akin to what you'd find on a modern desktop or server CPU. That adds up to over 5 billion transistors. Many, many miles of wiring joining all this together, which is, again, why DRC gets a little bit complex. Our die, the piece of silicon this fits on, is 16 mm x 25 mm. That's half the size of what these data center GPUs and other accelerators usually use. That gives us a big advantage in cost and manufacturing yield, as well as the total capacity that we'll be able to produce for the market. These 8-12 TFLOPS double precision figure refers to double precision floating point, which is extremely important to these scientific HPC applications and severely neglected by GPUs. I think even the latest and greatest H100 doesn't quite hit this teraflops number, even though it has a lot of advantages on their side. That's something that gets pretty positive feedback from customers. The efficiency, of course, is very important as well. These 50 GFLOPS for watt is actually on the low side of our projections and quite good compared to even the latest and greatest GPUs. There's another chip actually that we've mentioned, I think, in passing. This 5-nm test chip is a tiny little thing, but it contains a lot of our proprietary designs we wanted to validate. We also wanted the experience of taping something out on 5-nm, which is a difficult process to work on. It's leading-edge and a great bragging point for our team. We designed this in about six months last year. We taped this out last October. It just came back from TSMC. Initial testing is positive. there's still a lot of functional and performance testing to do to get the full learnings from it, and those are underway. I'm really impressed with the team for being able to do this. This is something that is These, these processes, 5-nm and 4-nm below, are mostly the domain of companies like Apple and Qualcomm, the other giants. I don't know of any company our size that even has access to the design files for this process, let alone being able to execute on it, produce a DRC-clean chip, tape it out, get it back, and have it work. That's incredibly valuable for our future, especially the future of Thunderbird. we are gonna take that to a 5-nm or 4-nm process, as soon as we finish the current 12-nm design. That'll get us about 4 x the cores and memory on the same size die, about 50% higher speed and 50% lower power. Just by going to that more advanced process, we make a huge leap forward in competitiveness. We've already done some trial layout of our core on 4-nm to prove that that scaling will work as we expect. Fabulous future that we have going to these more advanced nodes. Really great progress, Alex. Of course, as amazing as the design is, somebody has to scale it in production, which is where Thomas comes in, with partnerships with literally the best in class on the planet for everyone we need to work with, as Thomas will take us through. We need excellent supply chain partners to bring these innovative designs to reality and actually make them into a product that we can then sell to our customers. We partnered with the best in the industry. TSMC is the world's largest semiconductor foundry. They're not only the largest, but they produce the highest quality wafers. They have the most flexibility in terms of manufacturing facilities and alternate manufacturing facilities. Obviously, they are now on the leading edge of developing the world's most advanced process nodes. We're in a great position to have been partnered with them on the wafer foundry side. For our assembly and test, ASC has partnered with us. Again, they are a tremendous OSAT for us to be partnered with. Again, multiple factories on multiple continents, tremendous manufacturing capabilities, both from a design and an execution on the assembly side. They're helping us to design the leading-edge package that's required for Thunderbird, working with us at every level to ensure that when that design is completed, that we're ready to ramp and roll into production and scale it up in high volume. IMEC is our partner as our value chain aggregator. They enabled us to get access to these tier one supply chain partners, and then they support us early on in the engineering, where we're running relatively small volumes. We can still get some really decent pricing, based on their ability to, you know, to scale up our small volumes with other companies' small volumes. Once we become, you know, into a larger overall production volume, you know, that model will shift. There's a lot of press lately about semiconductor capacity constraints, still a lot of it in the automotive realm. What's important for us is that the automotive problems right now with supply aren't really relevant to us. They're on older technologies and in factories that are capacity-limited, with no real expansion plans, that's why they've lingered for some time after the pandemic. TSMC's, you hear a lot about the leading-edge capacity being strained by the introduction of next-gen smartphones, primarily from Apple and Samsung. That's on TSMC's 5-nm and 4-nm, you know, nodes, which we're not using for Thunderbird. The good news is we've currently secured all of the 12-nm manufacturing capacity that's required to support our current sales forecast. We've also included a little upside so that if business goes better than we expect, and we hope it does, that we can capture that as well. Production lead times are better than they've been. However, they're still longer than they were pre-pandemic. You know, wafer fab is about 14 weeks right now. Substrates, you know, a year and a half ago were 36 weeks. They've cut their lead times by more than half. But they're still 16 weeks, which is a bit longer than we've been accustomed to prior to the pandemic. But they're coming down. Assembly is taking about six weeks right now. The factories are working really hard to add capacity, to remove the bottlenecks, and continue to work to bring those lead times down. What that means is it's really important for us to have forward-looking forecasts that enable us to reserve the capacities that we need and then deliver to customers on time. We're also looking at implementing cost reductions. We're in a continual mode of cost reduction, and I've leveraged some long-standing relationships with ASE and utilized the extensive engineering experience of myself and our team to achieve some pretty significant substrate cost reductions even before we roll into production. The current price that we were quoted just a couple of weeks ago is about 47% lower than it was in the original quotes from about eight, nine months ago. Alex and I have been looking at some optimized designs that we could potentially utilize that would reduce this cost by another 60%. Those have been validated by ASE's engineering team. We're hoping that, you know, that these will produce some really impressive margins as we move forward into volume production. Obviously, we're building a PCIe card. You know, we have a design team here now in Austin, and we're moving forward aggressively. And all of that design work is on schedule to be completed in time for when silicon comes back, and we can put these right onto a card and start our analysis and validation. You know, we're always looking at all of our supply chain through kind of a global lens. We all understand the tensions that exist between China and Taiwan. If you read the news this morning, France has jumped into the foray, you know, creating some additional ripples into these concerns. You know, it's important to note that Taiwan accounts for over 60% of the global wafer foundry market. 90% of the leading-edge nodes come out of TSMC in Taiwan. These are important issues for us globally. They're important issues for us at InspireSemi. The good news is that TSMC is now building a new 5-nm wafer fab in Arizona. They broke ground on that earlier. They hope to be up in production sometime in 2024, 2025. They're not the only one. Samsung's building new advanced wafer fabs right here in Taylor, Texas, a, you know, a suburb of Austin here. Intel continues to expand globally across the U.S. and Europe. They're doubling their 4-nm process node in Ireland. They're building new advanced technology, you know, sub-nanometer wafer fab capability in Germany. They broke ground on in 2021 on two new fabs in Arizona. They'll be coming online later this year and early in 2024. They've just allocated $20 billion for the construction of two new leading-edge factories in Ohio. Micron, you know, a U.S. producer of DRAMs, is building a new wafer fab in Boise, Idaho. That's the first new memory manufacturing fab in the United States in 20 years. You know, they've announced plans to build a mega fab in New York with over $100 billion in spending over the next 10 years to increase their supply. Companies are beginning to recognize that it's important to not be 100% dependent on Taiwan. Of course, these fabs will take time to bring online and start producing wafers, it's definitely a step in the right direction for us. Thank you, Thomas. Just to complete a 360 view for this investor update, before I turn it over to John Kennedy, our CFO, on financing, I thought I would just briefly cover some thoughts on risks and issues. As James mentioned, Thunderbird has taken longer than we thought it would to finish. Nonetheless, it does remain a breakthrough product. It is an unprecedented value proposition for some very large markets. Even though it took us longer than we would like, we haven't seen anybody pass us or even really show up in our rearview mirror with the same kind of value proposition as we'll be bringing to market over the course of this year. As we mentioned, we did make a commercial decision to prepay $3 million to TSMC last year. We are now going to use that more generally for our 12-nm production work on Thunderbird. However, we have, as Alex Gray mentioned, demonstrated capabilities with a little bit of that money on 4-nm and 5-nm wafer technology and working designs. So we're going to make good use of that $3 million here in very short order. But we've already made good use of it to help us see our way forward into the next generations for the Thunderbird roadmap to remain in front of competition. Also, of course, as we all know, general equity markets and the venture capital climate have not been favorable recently. If we look at the need to keep moving on as a company and some of the challenges in fundraising from the past, we are managing in a tight cash situation right now. Everyone has been contributing at every level and every function of the business. Even creditors have been supportive because everybody realizes quite naturally that the way for everybody to end up with an upside here is for Inspire to stay on track over these next several months and realize our full potential. The company continues to be extremely capital efficient. We absolutely make the most of any cash that we do bring in. To that end, we are launching a new private placement that you'll be hearing about next, and we're gonna raise the cash we need to get Thunderbird into production, which is really the key milestone to enable the sales ramp and the gains in enterprise value that go along with that. To look even a bit further down the road, in terms of fundraising, we have also, as John will talk about in his section, and we'll hear from Woodside directly, we've secured an engagement with a clear leader from a technology and semiconductor investment banking perspective, and we're going to stay on this fundraising path beyond just the immediate private placement so that with greater reach, and with greater access, we can put a very strong balance sheet in place for Inspire to execute off of over the coming 12 to 18 months. With that, I will turn it over to John to roll through the progressive steps in this, in this financing strategy. Thank you, Ron. Appreciate it. As we had mentioned quite a bit, we did make that important decision to place the $3 million deposit with TSMC. This deposit covers a majority of, but not all of, the cost for doing what we have been talking about in terms of a tape-out, which essentially is creating your mold or mask set to be able to mass produce your chips. Part of the proceeds from the current private placement we're going to launch will go towards actually pulling the trigger on that tape-out. We've been very fortunate that James Hickman has led a $1 million debt facility via a loan agreement. Those funds have been critical and continue to be critical for us to continue to execute and sort of not take our foot off the gas and keep the team cranking towards what has now been finalized as the Thunderbird design and getting that to the next step of the tape-out. We are kicking off a private placement. We actually will kick it off tomorrow, which is April 13th, and there will be a lot more information coming on that, including a press release. It will be very similar to the last private placement we did and will be in the form of a convertible debenture, and that will be for up to CAD 3 million, and I'll get into a bit more detail on that. As we've also mentioned, we engaged Woodside Capital. Their primary focus is going to be on a strategic investor, so you could think of this as a large original equipment manufacturer, technology company, or semiconductor company would be the most likely. By the way, for a company at our stage, this is a very typical path to take, and a strategic investor brings not only dollars investment into the company for operating capital, but quite often you're able to leverage that strategic investor's purchasing power in the supply chain to continue to get our manufacturing costs down, and also, pardon me, typically leverage off of their much broader, you know, sales team footprint. So it helps expand your sales capability and reach much more quickly. With that, I'll actually turn it over to our team at Woodside Capital to go over a bit of their background and the strategic approach we're taking. Thank you, John. My name's George Jones. I'm a managing director at Woodside Capital Partners. My colleague, Ravi Shankar, is on the line as well. The practice that John has outlined for the private placement is central to what we do at Woodside Capital. Our firm is a little over 20 years old. We've executed over 200 engagements over the life of the firm for an aggregated value of a little over $10 billion. We purposely recruit and have managing directors, those who carry out these sorts of private placements, as industry experienced kinds of people that also have the credentials, FINRA certifications and that sort of thing, in combination, that gives us the ability to speak the language of the potential private placement investor. That combination really makes a difference for us and we're delighted that Inspire Semiconductor saw the goodness of fit in a similar fashion that we do. We feel like it's a really good combination. Ravi and I have both done a lot of processor work over the course of our careers. I've done a string of startups, so has Ravi, and we've both been involved in many different financings, M&As, and so forth. We try to provide very personalized service and our track record we're very proud of. The company itself, Woodside Capital Partners, is headquartered in Palo Alto, Silicon Valley. We've got offices and people in Los Angeles, London, and Zurich, so it's a global footprint. I won't go through chapter and verse on this, but you can see on the slide a number of the engagements that we've been involved in. You know, many of those semiconductors, just some systems work and the like. The kinds of entities you can see, in the center bottom of the slide, you know, companies that are very logical, potential, private placement investors for Inspire. Go ahead, John. Our, our perspective, I want to say I am so excited about Inspire and the, and the possibilities. I just, it, it checks every single box that comes to mind. Having been through the processor wars in years past of various types, the macro conditions are very favorable. You know, we've heard some excellent details about the high-performance computing market, multi-billion, you could draw numbers that are sort of staggering in terms of the size of the market. It's also a market that's willing to try new things. A new entrant has the possibility to ramp into a production mode and generate serious revenues very quickly. I, I honestly think there, the fate of Inspire is largely in our hands. It's an execution thing, which is the best kind of problem you could potentially have. I'm very excited about the company's ability to address these demanding applications in multitude of High-P erformance Computing spaces we've described. In terms of macro conditions, the advent of RISC-V is, is important. It takes, and if you wanted to use an analogy, you may recall in the early days of data centers being deployed, the advent of Linux as the primary operating system, open source, was something many skeptics said would never become mainstream. Well, in fact, probably 80% or 85% of the data centers in the world run Linux. I'll point out that RISC-V as a hardware-based open source item, in combination with a very rapidly maturing body of open source software, gives the possibility for the capital efficiency that Inspire brings to the party. We can leverage all of these open source things in a very meaningful way and deliver much faster and more comprehensive kinds of solutions to our customers as a result. We've heard a very good rundown from Alex regarding design capability. We feel very comfortable and feel like it's just a crack team and, you know, and delighted to have the chance to work together. Doug Norton gave a very good rundown on the early access program. That's exactly the right thing to do in our experience. And the receptivity on the part of these customers is really encouraging. You know, people are really. You know, when customers are willing to put dollars behind their, their positive feedback on what they see from you, that's the difference as sort of separates the wheat from the chaff. We love the team. You've met all of them during the course of the call today. These are experienced, capable, get it done, you know, no mess around, kinds of folks, and we're really impressed so far. In the course, as you might guess, before we devote resources to a project of this type, we do some checking around and ask questions and try to make sure that it really is something that we can succeed in. And I had a conversation with a large semiconductor company before we engaged and asked a string of questions about the importance of HPC, the willingness of these companies to accept RISC-V as the instruction set architecture, and the importance of the massive multi-core and fabric kind of architecture that Inspire has developed. Those, the interest was real. We feel pretty confident that we're going to be able to get the right audiences in short order to look very seriously at a private placement. In the course of seeking that, frankly, we're looking for more than the money. I know John alluded to this, and so did Ron, about the strategic things that the right strategic investors can bring to the party. It depends on who it is. Could be a technology item to help support the effort. Could be go-to-market on the customer side, much larger sales teams on the parts of some of these entities. It could also be some strategic advice. You know, they may see some things that we don't and have some the ability to steer us in the right direction. It's more than the money that we will be looking for. As I mentioned earlier, I couldn't be more excited to be part of this project. Thank you, John. Thank you, George. Appreciate that. Let me now get into some of the specifics of the non-brokered private placement that we're kicking off tomorrow on April 13, 2023. Under general terms, we are raising up to CAD 4 million under this private placement raise. I believe I may have erroneously mentioned CAD 3 million on a prior slide, but it is up to CAD 4 million. We tried to make the terms as attractive and appealing to investors as possible while staying within parameters that we have to adhere to with the exchange. With that, we are offering a unit as CAD 1,000 per unit. You could essentially think of that as the minimum investment amount. The per share effective price will be the closing price on the day before we announce this private placement offering. Therefore, that would be the closing price on April 12th, 2023. We're offering a one warrant, ticker, if you will, as additional incentive. It's one warrant for one share. That's an add-on, and that also is priced at a price of the closing price as of April 12th, 2023. The term is a standard 36-month term with an interest rate of 10% per annum, and that is paid annually. I would encourage you to refer to the press release that will come out the morning of April 13th for further information and links to additional steps to take if you are interested in investing. This fundraising is extremely essential to the continued operations and for us to execute on the strategy that we've been discussing throughout this presentation. Some of the more specific use of proceeds, first and foremost is completing the tape-out and mask set that we've been discussing. This is where we have the $3 million deposit on account with TSMC. However, there are some additional costs that come with that above and beyond the $3 million. This raise will help us get that next step underway in terms of taping out and creating, again, the mold, if you will, to mass produce our Thunderbird chips. Also importantly, we shouldn't forget to mention that the amounts initially paid to TSMC also include a set of initial wafers, so therefore chips that will come back. These chips will be used for final internal validation and testing, but also very importantly, will be used for actual sampling to customers, and some of them could be used for actual additional sales and revenue to customers. Other uses of proceeds will be to continue our software efforts, other validation, benchmarking, and other development activities that are very typical to continue during that period when you send your solution to the fab for tape-out, and that time between then and when you get it back, typically about 90 days later. Also, we've talked a lot about the great work Doug is doing with customer engagement. Further use of proceeds will be to continue with those engagements and work on formalizing them into purchase orders, supply agreements, et cetera. This is an important step because this is where customers will begin to give us their volume projections for some time out into the future. So that obviously helps us with not only planning from a supply chain standpoint and manufacturing the chips, but also from a revenue projection standpoint. Then for finally kind of general operations and administrative activities. Again, this is a very essential fundraise for us. If you're interested, please reach out and let us know. With that. Oh, also, sorry, I'll hit on this real quickly. Just a reminder, we are public on the TSX Venture Exchange. So here is some general information on links to company filings to date. We are wrapping up our full audited financials from calendar 2022. Those will be filed in the next couple of weeks. One thing we do wanna point out is just based on some of the mechanics of our deal and the split of shareholders, Canadian shareholders and non-Canadian, some of the share numbers that you may see posted on various financial sites online are not representative. They're actually very low. Just a general figure to keep in mind is that we have roughly 200 million fully diluted shares outstanding. With that, I'll turn it over to Ron Van Dell to wrap up. Thank you, John. Appreciate everyone's time taken in going through this investor update today. I'll just wrap it up in one slide here with the reality that Inspire in 2023 is at that point of going from a development venture to a very high-value business. You've heard about internal and external risks being rapidly retired. We have tremendous execution with a compact high-performance team. We've been getting consistently enthusiastic feedback from major players on the Thunderbird value proposition. We feel that we are exceedingly well positioned to disrupt a multi-billion dollar market with a high-margin solution. This leadership team, as you've heard, knows how to manage and scale in an outsourced business model. We've all done it multiple times before. Where we sit right now is that moment of having years of investment and innovation pay off based on follow-through over literally the next several months. The new private placement that John has just outlined and that there'll be more detailed information available for, very attractive means to sustain our current momentum at a critical time for the company and a terrific set of entry terms for new investors as well. Thanks again for your time and attention, and that concludes our investor update for April of 2023.
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