Mr. Geoff Clark reports

ACCELEWARE ANNOUNCES CLOSING OF SHARES FOR DEBT TRANSACTION AND FIRST TRANCHE OF ISSUANCE OF REPLACEMENT DEBENTURES

Acceleware Ltd. has closed the shares-for-debt transaction (as defined below) and the first issuance of the replacement debentures (as defined below), both in connection with its previously announced debenture restructuring of the outstanding debt owed to the holders of the 10 per cent unsecured convertible debentures in the aggregate amount of $2,453,640, which amount represents the total principal outstanding plus accrued and unpaid interest. It is anticipated that an additional tranche of the issuance of the replacement debentures will be closed in due course.

Details of debenture restructuring

In connection with the proposed debenture restructuring, the company provided existing holders the option to convert all outstanding amounts including principal and accrued and unpaid interest attributable to their 2022 debentures into:

1. Units of the company, through a shares-for-debt transaction, at a price of 10 cents per unit;
2. New convertible debentures on substantially the same terms, subject to amendments to the conversion price as detailed below; or
3. A combination of replacement debentures and units.

The shares-for-debt transaction closed on April 7, 2026, and Acceleware issued a total of 12,688,589 units under the shares-for-debt transaction. Each unit issued under the shares-for-debt transaction consists of: (i) one common share in the capital of the company; and (ii) one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one common share at 20 cents for a period of two years from the date of issuance of the warrant. In the event that the common shares trade at a closing price at or greater than 30 cents per common share for a period of 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.

The issuance of the replacement debentures will take place in tranches. The first tranche closed on April 10, 2026, with Acceleware issuing replacement debentures in the principal amount of $1,006,596. Each replacement debenture has a maturity date of April 7, 2030, and a conversion price of 15 cents subject to certain adjustments. Each replacement debenture will be convertible into units consisting of one common share and one-half of one warrant. Each whole warrant will entitle the holder thereof to one common share at an exercise price of 30 cents per common share for a period of two years from the date of issuance of the replacement debenture, subject to certain adjustments. In addition, no earlier than four months and one day after the issue date of the replacement debentures, but before the replacement debentures become due, Acceleware has the right, at its sole discretion, to require the conversion of the replacement debentures into common shares if, at any time, the 30-day volume-weighted average trading price of the common shares on the TSX Venture Exchange equals or exceeds 19.5 cents.

The replacement debentures, common shares, warrants and common shares underlying the warrants issued in connection with the debenture restructuring will be subject to a four-month-plus-one-day hold period in accordance with securities legislation.

The shares-for-debt transaction and the replacement debenture issuances are subject to TSX-V approval.

Insiders of the company were issued a total of 1,292,955 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). 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 per cent of the market capitalization of the company.

About Acceleware Ltd.

Acceleware is an advanced electromagnetic heating technology company offering proprietary radio frequency power-to-heat solutions that increase production, reduce energy consumption and lower operating costs in large-scale industrial heating.

Its core innovation, the clean tech inverter, is field proved through an initial commercial-scale pilot of RF XL, Acceleware's thermal enhanced oil recovery technology designed to increase heavy oil production.

Acceleware is leveraging CTI expertise across sectors to increase production and reduce energy consumption. Three mining projects are under way with major operators while an amine regeneration project is also in progress.

Acceleware is publicly listed on the TSX Venture Exchange under the symbol AXE.

We seek Safe Harbor.