Acceleware Announces $1.5 Million Financing
Calgary, Alberta – June 23, 2006 – Acceleware Corp. (the "Corporation" or "Acceleware") (trading symbol "AXE" TSXV) is pleased to announce that it intends to conduct an offering of up to 3,571,430 units of the Corporation (each a "Unit") at a price of $0.42 per Unit for aggregate gross proceeds of $1,500,000 (the "Offering"). Each Unit will consist of one common share and one half of one common share purchase warrant. Each whole warrant is exercisable into one common share at a price of $0.70 per common share for a period of 18 months for the issuance of the warrants. The total Offering is comprised of a brokered offering and a non-brokered offering.
The brokered portion of the Offering will be completed by way of a short form offering document (the "Short Form") in accordance with Policy 4.6, "Public Offering by Short Form Offering Document", of the TSX Venture Exchange (the "Exchange"). The Corporation will offer a minimum of 1,190,477 Units and a maximum of 2,380,953 Units pursuant to the Short Form, for minimum gross proceeds of $500,000 and maximum gross proceeds of $1,000,000. Acceleware has engaged Leede Financial Markets Inc. ("Leede") to act as its agent, on a best efforts basis, in conducting the Short Form offering. Leede will be paid a cash commission and will receive an agent's option to purchase common shares of the Corporation in an amount equal to 7.5% of the Units sold under the Short Form, such agent's option being exercisable at a price of $0.42 per share for a period of 18 months from the closing date. As well, Leede will be paid an administrative and due diligence fee which will be satisfied by the Corporation issuing Leede 40,000 common shares on the closing date. Although it is anticipated that the brokered and non-brokered offering will close concurrently, the closing of the brokered offering is not conditional upon the closing of the non-brokered offering, and vice-versa.
The non-brokered portion of the Offering will be completed by way of a private placement pursuant to prospectus exemptions under applicable securities laws. The Corporation will offer up to 1,190,477 Units for gross proceeds of up to $500,000 pursuant to the non-brokered portion of the Offering. The Corporation does not intend to pay commissions in connection with the non-brokered offering.
The Corporation has also granted Leede an over-allotment option ("Over-Allotment Option") to increase the size of the maximum amount under the Short Form by an amount equal to the number of Units not otherwise purchased by subscribers pursuant to the non-brokered offering. If the non-brokered offering is fully subscribed, Leede will not be entitled to exercise the Over-Allotment Option. However, if the Corporation is unable to complete any portion of the non-brokered offering and Leede exercises the Over-Allotment Option in full, the size of the maximum offering under the Short Form may be increased by Leede by an additional 1,190,477 Units, resulting in a maximum Short Form offering of 3,571,430 Units for aggregate gross proceeds of $1,500,000.
The net proceeds from the Offering will be used for the development of an accelerator for seismic processing, for general marketing and to increase the Corporation's working capital.
The completion of the Offering is subject to Exchange approval and other regulatory approval.
This news 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 offered securities mentioned in this press release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Acceleware develops and markets hardware acceleration products used to reduce the run-times of High Performance Computing (HPC) applications such as cell-phone design, seismic data processing, printed circuit board design, drug discovery, nanophotonic communications device design, reservoir simulation, lithography mask design, and others.
Acceleware products are distributed by Computer Aided Design (CAD) and Computer Aided Engineering (CAE) software companies to end-users at the world's largest organizations in a wide range of industries. A simulation that would have otherwise taken eight hours, may only take 15 minutes with Acceleware's v2.0 generation of products. Acceleware has identified the following markets for its technology: electromagnetics; energy; biomedical; fluid dynamics; pharmaceuticals; industrial; and military.