Mr. Geoff Clark reports

ACCELEWARE LTD. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Acceleware Ltd., on Aug. 21, 2023, closed the non-brokered private placement of units that it previously announced on June 6, 2023. Each unit consists of one common share of the corporation and one common share purchase warrant of the corporation. Each warrant entitles the holder of the warrant to acquire one common share, at an exercise price of 30 cents, for a period ending on Aug. 21, 2025. If the common shares trade at a closing price at or greater than 69 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. Pursuant to the private placement, the corporation distributed a total of 1,949,036 units, at a price of 23 cents per unit, for total gross proceeds of $448,278. There were no finders' fees or commissions paid in connection with the private placement.

The proceeds of the private placement will be used to finance a portion of the workover for the commercial-scale RF XL pilot project at Marwayne, Alta., and for general corporate purposes. The common shares issued in connection with the private placement and any common shares issued upon exercise of the warrants will be subject to a four-month hold period, which will expire on Dec. 21, 2023, in accordance with applicable securities legislation.

Insiders of the corporation purchased a total of 142,114 units under the private placement, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The corporation relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a), respectively, of MI 61-101 in respect of such insider participation. No new insiders and no control persons were created in connection with the private placement.

About Acceleware Ltd.

Acceleware is an innovator of cleantech decarbonization technologies comprising two business units: radio frequency heating technology; and seismic imaging software.

Acceleware is piloting RF XL, its patented low-cost, low-carbon production technology for heavy oil and oil sands that is materially different from any heavy oil recovery technique used today. Acceleware's vision is that electrification of heavy oil and oil sands production can be made possible through RF XL, supporting a transition to much cleaner energy production that can quickly bend the emissions curve downward. With clean electricity, Acceleware's RF XL technology could eliminate greenhouse gas (GHG) emissions associated with heavy oil and oil sands production. RF XL uses no water, requires no solvent, has a small physical footprint, can be redeployed from site to site and can be applied to a multitude of reservoir types. Acceleware is also actively developing partnerships for RF heating of other industrial applications using the company's proprietary CTI.

Acceleware and Saa Dene Group (co-founded by Jim Boucher) have created Acceleware/Kisastwew to raise the profile, adoption and value of Acceleware technologies. The shared vision of the partnership is to improve the environmental and economic performance of the energy sector by supporting ideals that are important to indigenous peoples, including respect for land, water and clean air.

The company's seismic imaging software solutions are state of the art for high-fidelity imaging, providing the most accurate and advanced imaging available for oil exploration in complex geologies. Acceleware is a public company listed on Canada's TSX Venture Exchange under the trading symbol AXE.

We seek Safe Harbor.