Acceleware Ltd. Announces Closing of Second Tranche of Non-Brokered Private Placement

Executive Summary

• Acceleware Ltd. closed the second tranche of its non-brokered private placement, issuing 2,090,000 units at $0.10 per unit for gross proceeds of $209,000.
• The company has now received a total of $1,000,334.20 in gross proceeds from both tranches of the private placement, having distributed a total of 10,003,342 units.
• Proceeds are designated to fund the RF XL 2.0 redeployment plan, advance commercialization of RF heating applications (including critical minerals and carbon capture), and for general corporate purposes.

Key Details

• Second Tranche Details:
  • Units Issued: 2,090,000
  • Price Per Unit: $0.10
  • Gross Proceeds: $209,000
• Aggregate Private Placement Status:
  • Total Gross Proceeds (Tranches 1 & 2): $1,000,334.20
  • Total Units Distributed: 10,003,342
• Unit Structure:
  • Each Unit consists of one Common Share and one Common Share Purchase Warrant.
  • Warrant Exercise Price: $0.20 per share.
  • Warrant Expiry: 24 months from issuance.
  • Acceleration Clause: If Common Shares trade at or above $0.30 for 30 consecutive trading days, Acceleware may accelerate expiry, with warrants expiring 30 days after notice.
• Hold Period:
  • Four-month hold period for Common Shares, Warrants, and underlying shares expires on January 4, 2026.
• Insider Participation:
  • Insiders purchased 720,000 units in the second tranche.
  • Total insider participation across both tranches: 2,020,000 units.
  • Classified as a related party transaction under Multilateral Instrument 61-101 (MI 61-101).
  • Exemptions from formal valuation and minority approval were relied upon as the fair market value did not exceed 25% of the company's market capitalization.
• Use of Proceeds:
  • Funding the RF XL 2.0 redeployment plan.
  • Advancing commercialization of new RF heating applications (critical minerals, amine regeneration/carbon capture).
  • General corporate purposes.
• Fees: No finders’ fees or commissions were paid.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.