Acceleware Announces Non-Brokered Private Placement of Units and Shares for Debt Transactions
CALGARY, Alberta, June 30, 2025 (GLOBE NEWSWIRE) — Acceleware® Ltd. (“Acceleware” or the “Firm”) (TSX-V: AXE), a number one innovator of cutting-edge radio frequency (“RF”) power-to-heat applied sciences concentrating on course of warmth for essential minerals, amine regeneration (for carbon seize and different purposes), and enhanced oil manufacturing, is happy to announce a non-brokered non-public placement of models of the Firm (the “Models”), at a worth of $0.10 per Unit (the “Unit Worth”), for gross proceeds of as much as $1,500,000 (the “Personal Placement”).
Particulars of the Personal Placement
Pursuant to the Personal Placement, every Unit will include (i) one (1) widespread share within the capital of the Firm (a “Frequent Share”); and (ii) one (1) Frequent Share buy warrant of the Firm (a “Warrant”). Every Warrant will entitle the holder thereof to amass one (1) Frequent Share at $0.20 for a interval of twenty-four (24) months from the date of issuance of the Warrant. Within the occasion that the Frequent Shares commerce at a closing worth at or larger than $0.30 per Frequent Share for a interval of thirty (30) consecutive buying and selling days, Acceleware might speed up the expiry date of the Warrants by giving discover to the holders thereof, and in such case, the Warrants will expire on the thirtieth (30th) day after the date on which such discover is given by Acceleware.
Particulars of the Shares for Debt Transactions
Along with the issuance of Models pursuant to the Personal Placement, the Firm intends to enter into sure shares for debt transactions to settle as much as $300,000 in sure commerce payables and curiosity payable on convertible debentures of the Firm with Models (the “Shares for Debt Transactions”). The Models issued below the Shares for Debt Transactions are anticipated to be on the identical phrases as these issued below the Personal Placement at a deemed worth of $0.10 per Unit. Additional particulars concerning the Shares for Debt Transactions will probably be offered in a subsequent information launch in accordance with TSXV Coverage 4.3 – Shares for Debt.
Acceleware expects the Personal Placement and Shares for Debt Transactions to shut on or about July 22, 2025 (the “Closing Date”).
Acceleware intends to make use of the online proceeds of the Personal Placement and Shares for Debt Transactions to fund a portion of the Firm’s RF XL 2.0 redeployment plan, to advance commercialization of latest RF heating purposes, together with essential minerals purposes and amine regeneration purposes together with carbon seize, and for normal company functions.
Completion of the Personal Placement and Share for Debt Transactions are topic to sure circumstances together with, however not restricted to, the receipt of all essential regulatory approvals together with the approval of the TSX Enterprise Change (the “TSXV”). The TSXV has not accredited the Unit Worth and this stays topic to vary. The Frequent Shares, Warrants and Frequent Shares underlying the Warrants will probably be topic to a 4 (4) month plus sooner or later maintain interval in accordance with securities laws.
Acceleware expects sure insiders to take part within the Personal Placement and Shares for Debt Transactions, which is able to make the Personal Placement and Shares for Debt Transactions a associated social gathering transaction throughout the which means of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”). Acceleware intends to depend on the exemptions from the formal valuation and minority approval necessities of MI 61-101 primarily based on a willpower that the honest market worth of the Personal Placement and Shares for Debt Transactions, insofar as such transactions contain associated events, doesn’t exceed 25% of the market capitalization of the Firm.
About Acceleware
Acceleware is a sophisticated electromagnetic heating firm with cutting-edge RF power-to-heat options for big industrial purposes. The Firm’s applied sciences present a chance to impress and decarbonize industrial course of warmth purposes whereas lowering prices.
The Firm is working to make use of its patented and area confirmed Clear Tech Inverter to materially enhance the effectivity of amine regeneration, and has partnered with a consortium of world-class potash companions searching for to decarbonize drying of potash ore and different essential minerals. Acceleware is actively growing different course of warmth purposes and partnerships for RF heating.
Acceleware’s RF XL is a patented low-cost, low-carbon RF thermal enhanced oil manufacturing know-how for heavy oil that’s materially totally different from any enhanced restoration method used in the present day.
Acceleware is a public firm listed on the TSXV below the buying and selling image “AXE”.
Cautionary Statements
This information launch comprises forward-looking statements and/or forward-looking info (collectively, “forward-looking statements”) throughout the which means of relevant securities legal guidelines. When used on this launch, such phrases as “will”, “anticipates”, “believes”, “intends”, “expects” and comparable expressions, as they relate to Acceleware, or its administration, are supposed to establish such forward-looking statements. Such forward-looking statements mirror the present views of Acceleware with respect to future occasions, and are topic to sure dangers, uncertainties and assumptions. Many components may trigger Acceleware’s precise outcomes, efficiency or achievements to be materially totally different from any anticipated future outcomes, efficiency or achievement that could be expressed or implied by such forward-looking statements. Sure info and statements contained on this information launch represent forward-looking statements, which displays Acceleware’s present expectations concerning future occasions, together with, however not restricted to the closing of the Personal Placement and Shares for Debt Transactions, together with the Unit Worth, Closing Date, gross proceeds to be raised below the Personal Placement, the quantity of debt to be settled below the Shares for Debt Transactions and the usage of proceeds below the Personal Placement and Shares for Debt Transactions; the receipt of relevant approvals and exemptions (together with the Firm’s board of administrators, shareholders, and regulatory approvals together with approval of the TSXV) regarding the Personal Placement and Shares for Debt Transaction, the statutory maintain intervals relevant to the Models and; the anticipated participation by insiders within the Personal Placement and Shares for Debt Transactions.
Ahead-looking statements are topic to recognized and unknown dangers, uncertainties and different vital components that will trigger the precise outcomes, degree of exercise, efficiency or achievements of the Firm to be materially totally different from these expressed or implied by such forward-looking statements, together with however not restricted to:, the supply of funding capital and different funding; receipt of essential approvals; availability of financing for know-how and venture growth; uncertainties and dangers with respect to growing and adopting new applied sciences; normal enterprise, financial, aggressive, political and social uncertainties; change in demand for applied sciences to be supplied by the Firm; acquiring required approvals of regulatory authorities and/or shareholders, as relevant; potential to entry adequate capital from inner and exterior sources. For a extra fulsome checklist of danger components please see the Firm’s December 31, 2024, year-end Administration Dialogue and Evaluation (“MD&A”) obtainable on SEDAR+ at http://www.sedarplus.ca.
Administration of the Firm has included the above abstract of assumptions and dangers associated to forward-looking statements offered on this launch to offer shareholders with a extra full perspective on the Firm’s present and future operations and such info is probably not applicable for different functions. The Firm has tried to establish vital components that would trigger precise outcomes to vary materially from these contained in forward-looking statements, there could also be different components that trigger outcomes to not be as anticipated, estimated or supposed. There may be no assurance that such statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Ahead-looking statements included on this information launch shouldn’t be learn as ensures of future efficiency or outcomes. Accordingly, readers mustn’t place undue reliance on forward-looking statements. The Firm doesn’t undertake to replace any forward-looking statements, besides in accordance with relevant securities legal guidelines.
Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.
This press launch is meant for distribution in Canada solely and isn’t supposed for distribution to United States newswire providers or dissemination in the US.
This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any of the securities in the US. The securities haven’t been and won’t be registered below the US Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and is probably not supplied or offered inside the US or to U.S. individuals until registered below the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is obtainable.
For extra info:
Geoff Clark
Tel: +1 (403) 249-9099
geoff.clark@acceleware.com
