$5,000,000 Bought Deal Private Placement
Calgary, Alberta – January 22, 2007 – Acceleware Corp. (the "Corporation" or "Acceleware") (trading symbol "AXE" TSXV) is pleased to announce that it has entered into a bought deal financing agreement with Northern Securities Inc. (Northern) and Northern Financial Corporation for a private placement of units (Units) in the aggregate amount of $5,000,000 (the Offering). This financing follows the $2,925,000 private placement announced earlier today, which was a condition precedent to this bought deal financing. Each Unit will consist of one common share and one half of one common share purchase warrant. Each Unit will be sold at a price equal to the greater of: (i) $1.30 per Unit; and (ii) the three day weighted average trading price of the common shares on the TSX Venture Exchange commencing on the day the common shares resume trading, less the maximum allowable discount (the Floating Price). Each whole warrant is exercisable into one common share, at an exercise price equal to the greater of $2.00 per share or the three day weighted average trading price of the common shares (without a discount), for a period of 22 months from the date of issuance of the warrants.
Notwithstanding the foregoing, in the event the three day weighted average trading price of the common shares on the TSX Venture Exchange (after trading resumes) is greater than $1.75 per share, Northern has the right to terminate the underwriting agreement by giving the Corporation notice within two hours of the market closing on the date the Floating Price is determined.
In connection with the Offering, Northern will receive on closing a cash commission of 8% of the gross proceeds and a number of broker warrants equal to 8% of the number of Units sold under the Offering. Each broker warrant will entitle the holder thereof to acquire one Unit at the issue price for a period of 22 months from the date of issuance of the broker warrants Northern will be paid a cash commission and will receive a broker's warrant to purchase Units of the Corporation on the same terms as set out in the Offering. The Corporation has also granted Northern an over-allotment option ("Over-Allotment Option") to increase the size of the Offering by an aggregate amount of $2,000,000. The Over-Allotment Option will expire if it is not exercised at least 48 hours prior to the closing date.
The net proceeds from the Offering will be used for the marketing, sales, and ongoing development of acceleration products for electromagnetic simulation and seismic data processing markets, as well as capital equipment, facilities, and working capital.
We are pleased to be able to leverage our recently announced strategic investment to secure this additional funding from Northern said Sean Krakiwsky, President and Chief Executive Officer of Acceleware.
Closing of the Offering is expected to occur on or about February 14, 2007. 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 (TSXV: AXE) develops and markets performance-optimized acceleration products that significantly reduce the run-times of high-performance computing (HPC) applications such as cell-phone design and seismic data processing. By leveraging the base processing power of GPUs (graphics processing units) with proprietary acceleration software, compute-intensive applications can achieve unparalleled performance and speed. Acceleware delivers processing superpower.
Acceleware is developing and selling products for the electromagnetic, energy, biomedical, pharmaceuticals, industrial and military markets. These markets share a common need; as companies continue to push the boundaries of innovation and demand faster product-development cycles for more complex products, the need for accurate and timely computer modeling and testing is steadily increasing. For more information, visit www.acceleware.com.