Acceleware Announces Non-Brokered Private Placement of Units and Shares for Debt Transactions

Article content

CALGARY, Alberta, June 30, 2025 (GLOBE NEWSWIRE) — Acceleware^® Ltd. (“Acceleware” or the “Company”) (TSX-V: AXE), a leading innovator of cutting-edge radio frequency (“RF”) power-to-heat technologies targeting process heat for critical minerals, amine regeneration (for carbon capture and other applications), and enhanced oil production, is pleased to announce a non-brokered private placement of units of the Company (the “Units”), at a price of $0.10 per Unit (the “Unit Price”), for gross proceeds of up to $1,500,000 (the “Private Placement”).

Article content

Article content

Details of the Private Placement

Article content

Article content

Article content

Pursuant to the Private Placement, each Unit will consist of (i) one (1) common share in the capital of the Company (a “Common Share”); and (ii) one (1) Common Share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at $0.20 for a period of twenty-four (24) months from the date of issuance of the Warrant. In the event that the Common Shares trade at a closing price at or greater than $0.30 per Common Share for a period of thirty (30) consecutive trading days, Acceleware may accelerate the expiry date of the Warrants by giving notice to the holders thereof, and in such case, the Warrants will expire on the thirtieth (30^th) day after the date on which such notice is given by Acceleware.

Article content

Details of the Shares for Debt Transactions

Article content

In addition to the issuance of Units pursuant to the Private Placement, the Company intends to enter into certain shares for debt transactions to settle up to $300,000 in certain trade payables and interest payable on convertible debentures of the Company with Units (the “Shares for Debt Transactions”). The Units issued under the Shares for Debt Transactions are anticipated to be on the same terms as those issued under the Private Placement at a deemed price of $0.10 per Unit. Further details regarding the Shares for Debt Transactions will be provided in a subsequent news release in accordance with TSXV Policy 4.3 – Shares for Debt.

Article content

Article content

Acceleware expects the Private Placement and Shares for Debt Transactions to close on or about July 22, 2025 (the “Closing Date”).

Article content

Acceleware intends to use the net proceeds of the Private Placement and Shares for Debt Transactions to fund a portion of the Company’s RF XL 2.0 redeployment plan, to advance commercialization of new RF heating applications, including critical minerals applications and amine regeneration applications including carbon capture, and for general corporate purposes.

Article content

Completion of the Private Placement and Share for Debt Transactions are subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (the “TSXV”). The TSXV has not approved the Unit Price and this remains subject to change. The Common Shares, Warrants and Common Shares underlying the Warrants will be subject to a four (4) month plus one day hold period in accordance with securities legislation.

Article content

Acceleware expects certain insiders to participate in the Private Placement and Shares for Debt Transactions, which will make the Private Placement and Shares for Debt Transactions a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Acceleware intends to rely on the exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Private Placement and Shares for Debt Transactions, insofar as such transactions involve related parties, does not exceed 25% of the market capitalization of the Company.