AXE Acceleware Ltd

Acceleware Ltd. (“Acceleware”) (TSXV: AXE), a Canadian clean-tech innovator of radio frequency (RF) heating technologies today announced that, due to strong investor demand, it is launching a second non-brokered private placement of 10% unsecured convertible debentures due 2026 (the “Second Debentures”), for approximate gross proceeds of $1,000,000 (the “Second Private Placement”). For details about the first private placement, please see the press release of Acceleware dated March 1, 2022.

Details of the Second Private Placement

Each Second Debenture matures four years after the issue date and is convertible into units of Acceleware at a conversion price of $0.80. If Acceleware subsequently sells common shares (or securities that are convertible into or exchangeable for common shares) at a lower purchase (or conversion) price, the conversion price of the Second Debentures will be adjusted downward to the subsequent purchase (or conversion) price, subject to a minimum conversion price of $0.72 and other applicable policies of the TSX Venture Exchange, and provided the Second Debenture holder converts the Second Debenture within 15 days of the announcement of the subsequent offering. In addition, no earlier than four months and one day after the issue date of the Second Debentures, but before the Second Debentures become due, Acceleware has the right, at its sole discretion, to require the conversion of the Second Debentures into common shares if, at any time, the 30-day volume weighted-average trading price of the common shares on the TSX Venture Exchange equals or exceeds $1.04, subject to TSX Venture Exchange review and approval when exercised.

Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share, at an exercise price equal to 200% of the conversion price of the Second Debentures, for a 24-month period following the distribution of the Second Debentures.

Acceleware expects to close the Second Private Placement no later than April 15, 2022 and intends to use the net proceeds of the Second Private Placement to fund the further development and testing of Acceleware’s RF heating technology (RF XL and the Clean Tech Inverter) and for general corporate purposes. Purchasers of the Second Debentures will be subject to a four-month hold period in accordance with securities legislation.

Acceleware is proceeding with the Second Private Placement after significant interest from current shareholders, suppliers, vendors, and consultants. Acceleware expects certain insiders to participate in the Second Private Placement, which may make the Second Private Placement a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Acceleware intends to rely on the exemptions from the valuation and minority shareholder approval requirements in that instrument.

About Acceleware

Acceleware (www.acceleware.com) is an innovator of clean-tech oil and gas technologies comprised of two business units: Radio Frequency (RF) Enhanced Oil Recovery and Seismic Imaging Software.

Acceleware is developing RF XL, its patented and patent-pending low-cost, low-carbon production technology for heavy oil and oil sands that is materially different from any heavy oil recovery technique used today. Acceleware's vision is that electrification of heavy oil and oil sands production can be made possible through RF XL, supporting a transition to much cleaner energy production that can quickly bend the emissions curve downward. Further, Acceleware’s RF XL technology could be a key component of an end-to-end integrated carbon management system that can eliminate greenhouse gas (GHG) emissions associated with heavy oil and oil sands production, whether for fossil fuels, or for future clean bitumen by-products such as petrochemicals, carbon fibre, and blue or green hydrogen production. RF XL uses no water, requires no solvent, has a small physical footprint, can be redeployed from site to site, and can be applied to a multitude of reservoir types. In shallow oil sands implementations, no tailings ponds will be required. Acceleware is currently undertaking a commercial pilot test of its RF XL technology in Marwayne, Alberta, intended to validate RF XL’s technological capabilities, economic viability, as well as its decarbonization potential for heavy oil and oil sands production.

Acceleware has partnered with Saa Dene Group (co-founded by Jim Boucher) to create Acceleware | Kisâstwêw to raise the profile, adoption, and value of Acceleware technologies. The shared vision of the partnership is to improve the environmental and economic performance of the energy sector by supporting ideals that are important to Indigenous peoples, including respect for land, water, and clean air.

Acceleware’s seismic imaging software solutions are state-of-the-art for high fidelity imaging, providing the most accurate and advanced imaging available for oil exploration in complex geologies. Acceleware is a public company listed on Canada’s TSX Venture Exchange under the trading symbol “AXE”.

Disclaimers

This press release contains “forward-looking information” within the meaning of securities legislation. Forward-looking information generally means information about an issuer’s business, capital, or operations that is prospective in nature, and includes disclosure about the issuer’s prospective financial performance or financial position.

The forward-looking information in this press release can be identified by the terms “expects”, “intends”, and derivatives thereof, and includes information about the participation of insiders in the Second Private Placement and the proposed use of proceeds of the Second Private Placement.

Actual results may vary from the forward-looking information in this press release due to certain material risk factors. These risk factors are described in detail in Acceleware’s continuous disclosure documents, which are filed on SEDAR at www.sedar.com.

Acceleware assumes no obligation to update or revise the forward-looking information in this press release unless it is required to do so under securities legislation.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information:Geoff Clark, CEOTel: +1 (403) 249-9099geoff.clark@acceleware.com

Acceleware Ltd.435 10th Avenue SECalgary, AB, T2G 0W3 CanadaTel: +1 (403) 249-9099www.acceleware.com