Acceleware Ltd. Announces Closing of Shares for Debt Transactions

Press Release

CALGARY, ALBERTA – August 13, 2025 – 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 that further to its news release dated June 30, 2025, the Company has closed certain shares for debt transactions to settle $186,337 in certain trades payable, management fees and interest payable on convertible debentures of the Company by issuing up to 1,863,375 Units at a deemed price of $0.10 per Unit (the “Shares for Debt Transactions”).

Each Unit issued under the Shares for Debt Transactions consists of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant entitles the holder to acquire one Common Share, at an exercise price of $0.20 for 24 months from the date of issuance. If 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 30 days notice to the holders thereof. 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.

Insiders of the Company were issued a total of 313,000 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.

Acceleware intends to use the net proceeds of the 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.

About Acceleware

Acceleware is an advanced electromagnetic heating company with cutting-edge RF power-to-heat solutions for large industrial applications. The Company’s technologies provide an opportunity to electrify and decarbonize industrial process heat applications while reducing costs.

The Company is working to use its patented and field proven Clean Tech Inverter to materially improve the efficiency of amine regeneration, and has partnered with a consortium of world-class potash partners seeking to decarbonize drying of potash ore and other critical minerals. Acceleware is actively developing other process heat applications and partnerships for RF heating.

Acceleware’s RF XL is a patented low-cost, low-carbon RF thermal enhanced oil production technology for heavy oil that is materially different from any enhanced recovery technique used today.

Acceleware is a public company listed on the TSXV under the trading symbol “AXE”.

For more information:

Geoff Clark
Tel: +1 (403) 249-9099
geoff.clark@acceleware.com

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