Acceleware Announces Proposed Debenture Restructuring
- 6 hours ago
- 6 min read
CALGARY, ALBERTA – March 18, 2026 – Acceleware® Ltd. (“Acceleware” or the “Company”) (TSX-V: AXE) announces that it plans to complete a proposed restructuring of the outstanding debt owed to the 10% unsecured convertible debenture holders (the “2022 Debentures”) of up to $2,400,000, which amount represents the total principal outstanding plus accrued and unpaid interest (the “Debenture Restructuring”).
Details of Debenture Restructuring
In connection with the proposed Debenture Restructuring, the Company has presented an option for existing holders to convert all amounts outstanding including principal and accrued and unpaid interest attributable to their 2022 Debentures into:
i. up to 23,967,909 units of the Company (the “Units”), through a shares-for-debt transaction, at a price of $0.10 per Unit (the “Shares for Debt Transaction”);
ii. new convertible debentures (“Replacement Debentures”) on substantially the same terms, subject to amendments to the Conversion Price as detailed below; or
iii. a combination of Replacement Debentures and Units.
Pursuant to the Shares for Debt Transaction, each Unit will consist of (i) one (1) common share in the capital of the Company (a “Common Share”); and (ii) one (1) Common Share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at $0.20 for a period of twenty-four (24) months from the date of issuance of the Warrant.
In the event that the Common Shares trade at a closing price at or greater than $0.30 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 thirtieth (30th) day after the date on which such notice is given by Acceleware.
The Replacement Debentures will have a maturity date that is four (4) years from the date of issuance, and have a conversion price of $0.15 (the “Conversion Price”), subject to certain adjustments. Each Replacement Debenture will be convertible into Units consisting of one (1) Common Share and one-half (1/2) of one Warrant. Each whole Warrant will entitle the holder thereof to one (1) Common Share at an exercise price of $0.30 per Common Share for a period of two (2) years from the date of issuance of the Replacement Debenture, subject to certain adjustments.
Acceleware expects the Debenture Restructuring to be completed on or about March 24, 2026 (the “Closing Date”).
Further details regarding the Shares for Debt Transaction will be provided in a subsequent news release in accordance with TSXV Policy 4.3 – Shares for Debt.
Completion of the Debenture Restructuring is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (the “TSXV”), debenture holder elections, and the finalization of and entry into definitive agreements. As such, there can be no assurance that the Debenture Restructuring will be completed on the terms described herein or at all. The Common Shares, Warrants and Common Shares underlying the Warrants issued in connection with the proposed Debenture Restructuring will be subject to a four (4) month plus one day hold period in accordance with securities legislation.
Acceleware expects certain insiders to participate in the Debenture Restructuring, which will make the Debenture Restructuring a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Acceleware intends to rely on the exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of Debenture Restructuring, insofar as such transactions involve related parties, does not exceed 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
About Acceleware
Acceleware is an advanced electromagnetic (EM) heating technology company offering proprietary radio frequency (RF) 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 (CTI), is field-proven 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 underway 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”.
Cautionary Statements
This news release contains forward-looking statements and/or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. When used in this release, such words as “will”, “anticipates”, “believes”, “intends”, “expects” and similar expressions, as they relate to Acceleware, or its management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of Acceleware with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause Acceleware’s actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. Certain information and statements contained in this news release constitute forward-looking statements, which reflects Acceleware’s current expectations regarding future events, including, but not limited to the Shares for Debt Transaction, the Closing Date, the amount of debt to be settled under the Debenture Restructuring; the receipt of applicable approvals and exemptions (including the Company’s board of directors, shareholders, and regulatory approvals including approval of the TSXV) relating to the issuance of the Replacement Debentures and the Shares for Debt Transaction, the statutory hold periods applicable to the Units and; the anticipated participation by insiders in the Debenture Restructuring.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to:, the availability of investment capital and other funding; receipt of necessary approvals; availability of financing for technology and project development; uncertainties and risks with respect to developing and adopting new technologies; general business, economic, competitive, political and social uncertainties; change in demand for technologies to be offered by the Company; obtaining required approvals of regulatory authorities and/or shareholders, as applicable; ability to access sufficient capital from internal and external sources. For a more fulsome list of risk factors please see the Company’s December 31, 2024, year-end Management Discussion and Analysis (“MD&A”) available on SEDAR+ at www.sedarplus.ca.
Management of the Company has included the above summary of assumptions and risks related to forward-looking statements provided in this release to provide shareholders with a more complete perspective on the Company’s current and future operations and such information may not be appropriate for other purposes. The Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For more information:
Geoff Clark
Tel: +1 (403) 249-9099
