Calgary, Alberta–(Newsfile Corp. – April 10, 2026) – Acceleware® Ltd. (TSXV: AXE) (“Acceleware” or the “Company“) is pleased to announce that it has closed the Shares for Debt Transaction (as defined below) and the first issuance of the Replacement Debentures (as defined below), both in connection with its previously announced debenture restructuring of the outstanding debt owed to the 10% unsecured convertible debenture holders (the “2022 Debentures“) in the aggregate amount of $2,453,640, which amount represents the total principal outstanding plus accrued and unpaid interest (the “Debenture Restructuring“). It is anticipated that an additional tranche of the issuance of the Replacement Debentures will be closed in due course.
Details of Debenture Restructuring
In connection with the proposed Debenture Restructuring, the Company provided existing holders the option to convert all outstanding amounts including principal and accrued and unpaid interest attributable to their 2022 Debentures into:
- units of the Company (the “Units“), through a shares-for-debt transaction, at a price of $0.10 per Unit (the “Shares for Debt Transaction“);
- new convertible debentures (“Replacement Debentures“) on substantially the same terms, subject to amendments to the Conversion Price as detailed below; or
- a combination of Replacement Debentures and Units.
The Shares for Debt Transaction closed on April 7, 2026 and Acceleware issued a total of 12,688,589 Units under the Shares for Debt Transaction. Each Unit issued under the Shares for Debt Transaction consists 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 entitles the holder thereof to acquire one Common Share at $0.20 for a period of two (2) years 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 30th day after the date on which such notice is given by Acceleware.
The issuance of the Replacement Debentures will take place in tranches. The first tranche closed on April 10, 2026, with Acceleware issuing Replacement Debentures in the principal amount of $1,006,596. Each Replacement Debenture has a maturity date of April 7, 2030, and a conversion price of $0.15 (the “Conversion Price“), subject to certain adjustments. Each Replacement Debenture will be convertible into Units consisting of one (1) Common Share and one-half (1/2) of one Warrant. Each whole Warrant will entitle the holder thereof to one (1) Common Share at an exercise price of $0.30 per Common Share for a period of two (2) years from the date of issuance of the Replacement Debenture, subject to certain adjustments. In addition, no earlier than four months and one day after the issue date of the Replacement Debentures, but before the Replacement Debentures become due, Acceleware has the right, at its sole discretion, to require the conversion of the Replacement Debentures into Common Shares if, at any time, the 30-day volume weighted-average trading price of the Common Shares on the TSXV equals or exceeds $0.195.
The Replacement Debentures, Common Shares, Warrants and Common Shares underlying the Warrants issued in connection with the Debenture Restructuring will be subject to a four (4) month plus one day hold period in accordance with securities legislation.
The Shares for Debt Transaction and the Replacement Debenture issuances are subject to TSXV approval.
Insiders of the Company were issued a total of 1,292,955 Units in the Shares for Debt Transactions, making the Shares for Debt Transactions a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101, based on a determination that the fair market value of the Private Placement, insofar as such transactions involve related parties, does not exceed 25% of the market capitalization of the Company.
About Acceleware
Acceleware is an advanced electromagnetic (EM) heating technology company offering proprietary radio frequency (RF) power-to-heat solutions that increase production, reduce energy consumption and lower operating costs in large-scale industrial heating.
Its core innovation, the Clean Tech Inverter (CTI), is field-proven through an initial commercial-scale pilot of RF XL, Acceleware’s thermal enhanced oil recovery technology designed to increase heavy oil production.
Acceleware is leveraging CTI expertise across sectors to increase production and reduce energy consumption. Three mining projects are underway with major operators, while an amine regeneration project is also in progress.
Acceleware is publicly listed on the TSX Venture Exchange under the symbol “AXE”.
Cautionary Statements
This news release contains forward-looking statements and/or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. When used in this release, such words as “will”, “anticipates”, “believes”, “intends”, “expects” and similar expressions, as they relate to Acceleware, or its management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of Acceleware with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause Acceleware’s actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. Certain information and statements contained in this news release constitute forward-looking statements, which reflects Acceleware’s current expectations regarding future events.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the anticipated completion of any additional tranches of issuances of Replacement Debentures; the receipt of applicable approvals and exemptions (including the Company’s board of directors, shareholders, and regulatory approvals including approval of the TSXV) relating to any additional tranches of issuances of Replacement Debentures; the availability of investment capital and other funding; receipt of necessary approvals; availability of financing for technology and project development; uncertainties and risks with respect to developing and adopting new technologies; general business, economic, competitive, political and social uncertainties; change in demand for technologies to be offered by the Company; obtaining required approvals of regulatory authorities and/or shareholders, as applicable; ability to access sufficient capital from internal and external sources. For a more fulsome list of risk factors please see the Company’s December 31, 2024, year-end Management Discussion and Analysis (“MD&A“) available on SEDAR+ at www.sedarplus.ca.
Management of the Company has included the above summary of assumptions and risks related to forward-looking statements provided in this release to provide shareholders with a more complete perspective on the Company’s current and future operations and such information may not be appropriate for other purposes. The Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For more information:
Geoff Clark
Tel: +1 (403) 249-9099
geoff.clark@acceleware.com
