AXE Acceleware Ltd

Acceleware Ltd. (TSXV:AXE) (“Acceleware” or the “Corporation”) announces that, on November 10, 2022, the Corporation closed the non-brokered private placement of units (the “Units”) that it previously announced on October 20, 2022 (the “Private Placement”). Each Unit consists of one common share of the Corporation (a “Common Share”) and one common share purchase warrant of the Corporation (a “Warrant”). Each Warrant entitles the holder of the Warrant to acquire one Common Share, at an exercise price of $0.36, for a period ending on November 10, 2024. In the event that the Common Shares trade at a closing price at or greater than $0.81 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. Pursuant to the Private Placement, the Corporation distributed a total of 6,666,667 Units, at a price of $0.27 per Unit, for total gross proceeds of $1,800,000. There were no finders’ fees or commissions paid in connection with the Private Placement.

The proceeds of the Private Placement will be used to fund a portion of the workover for the commercial-scale RF XL pilot project at Marwayne, Alberta and for general corporate purposes. The Common Shares issued in connection with the Private Placement and any Common Shares issued upon exercise of the Warrants will be subject to a four-month hold period which will expire on March 10, 2023 in accordance with applicable securities legislation.

Insiders of the Corporation purchased a total of 154,249 Units under the Private Placement, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Corporation relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(a), respectively, of MI 61-101 in respect of such insider participation. No new insiders and no control persons were created in connection with the Private Placement.

About Acceleware

Acceleware (www.acceleware.com) is an innovator of clean-tech decarbonization technologies comprised of two business units: Radio Frequency (RF) Heating Technology and Seismic Imaging Software.   

Acceleware is piloting RF XL, its patented 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. With clean electricity, Acceleware’s RF XL technology could eliminate greenhouse gas (GHG) emissions associated with heavy oil and oil sands 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.

Acceleware and Saa Dene Group (co-founded by Jim Boucher) have created 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.    

The Company’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 benefits of RF XL, future operation of the Pilot, participation of insiders in the Private Placement, the proposed use of proceeds of the Private Placement and the intention of funding partners to support the workover project with accelerated funding.

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