Acceleware Announces Proposed Debenture Restructuring

Executive Summary

• Acceleware Ltd. announced a proposed restructuring of up to $2.4 M of outstanding 10% unsecured convertible debentures (the “2022 Debentures”).
• Holders may convert the debt into up to 23,967,909 units at $0.10 per unit, receive new replacement debentures on similar terms, or a combination of both.
• The restructuring is expected to close around March 24 2026, subject to regulatory approvals and holder elections.

Key Details

• Total debt affected: Up to $2,400,000 (principal plus accrued interest).
• Conversion option – Shares for Debt:
• Up to 23,967,909 units at $0.10 per unit.
• Each Unit = 1 common share + 1 common‑share purchase warrant.
• Warrant exercise price: $0.20 per share; term: 24 months (may be accelerated if the share price ≥ $0.30 for 30 consecutive trading days).
• Replacement Debentures:
• Maturity: 4 years from issuance.
• Conversion price: $0.15 per unit (subject to adjustments).
• Each debenture convertible into units consisting of 1 common share + ½ warrant; whole warrant gives right to purchase one share at $0.30 for 2 years.
• Closing date: Expected on or about March 24, 2026.
• Conditions precedent: TSX Venture Exchange approval, debenture holder elections, execution of definitive agreements, and compliance with securities hold‑period requirements (4 months + 1 day).
• Related‑party aspect: Insiders are expected to participate; the transaction is deemed a related‑party transaction under MI 61‑101. Acceleware will rely on exemptions because the fair market value of the related‑party portion is anticipated to be ≤ 25 % of market capitalization.

Notable Quotes

• Geoff Clark, CEO: “The proposed Debenture Restructuring provides a clear path to reduce our debt burden while aligning the interests of existing debenture holders with the long‑term growth of Acceleware.”