Acceleware Announces Proposed Debenture Restructuring
Press Release
CALGARY, ALBERTA – March 18, 2026 – Acceleware® Ltd. (“Acceleware” or the “Company”) (TSX-V: AXE) announces that it plans to complete a proposed restructuring of the outstanding debt owed to the 10% unsecured convertible debenture holders (the “2022 Debentures”) of up to $2,400,000, which amount represents the total principal outstanding plus accrued and unpaid interest (the “Debenture Restructuring”).
Details of Debenture Restructuring
In connection with the proposed Debenture Restructuring, the Company has presented an option for existing holders to convert all amounts outstanding including principal and accrued and unpaid interest attributable to their 2022 Debentures into:
i. up to 23,967,909 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”);
ii. new convertible debentures (“Replacement Debentures”) on substantially the same terms, subject to amendments to the Conversion Price as detailed below; or
iii. a combination of Replacement Debentures and Units.
Pursuant to the Shares for Debt Transaction, 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 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 (30th) day after the date on which such notice is given by Acceleware.
The Replacement Debentures will have a maturity date that is four (4) years from the date of issuance, and have 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.
Acceleware expects the Debenture Restructuring to be completed on or about March 24, 2026 (the “Closing Date”).
Further details regarding the Shares for Debt Transaction will be provided in a subsequent news release in accordance with TSXV Policy 4.3 – Shares for Debt.
Completion of the Debenture Restructuring is 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”), debenture holder elections, and the finalization of and entry into definitive agreements. As such, there can be no assurance that the Debenture Restructuring will be completed on the terms described herein or at all. The Common Shares, Warrants and Common Shares underlying the Warrants issued in connection with the proposed Debenture Restructuring will be subject to a four (4) month plus one day hold period in accordance with securities legislation.
Acceleware expects certain insiders to participate in the Debenture Restructuring, which will make the Debenture Restructuring 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 Debenture Restructuring, insofar as such transactions involve related parties, does not exceed 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
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”.
For more information:
Geoff Clark
Tel: +1 (403) 249-9099
geoff.clark@acceleware.com
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