Mr. Geoff Clark reports

ACCELEWARE LTD. ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Acceleware Ltd. has closed the first tranche of the non-brokered private placement of units that it previously announced on June 30, 2025, and distributed a total of 7,913,342 units, at a price of 10 cents per unit, for total gross proceeds of $791,334.20. It is anticipated that one or more subsequent tranches of the private placement will be closed in due course.

Each unit consists of one common share of the company and one common share purchase warrant of the company. Each warrant entitles the holder of the warrant to acquire one common share, at an exercise price of 20 cents, which will expire 24 months from the date of issuance. If 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 common shares issued in connection with the private placement, the warrants and any common shares issued upon exercise of the warrants will be subject to a four-month hold period, which will expire on Dec. 2, 2025, in accordance with applicable securities legislation. There were no finders' fees or commissions paid in connection with the private placement.

The company expects to use the proceeds of the private placement to finance a portion of the company's RF XL 2.0 redeployment plan, to advance commercialization of new RF heating applications, including critical mineral applications and amine regeneration applications, including carbon capture, and for general corporate purposes.

Insiders of the company purchased a total of 1.3 million 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). Acceleware relied 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 the private placement does not exceed 25 per cent of the market capitalization of the company. No new insiders and no control persons were created in connection with the private placement.

About Acceleware Ltd.

Acceleware is an advanced electromagnetic heating company with cutting-edge RF power-to-heat solutions for large industrial applications. The company's technologies provide an opportunity to electrify and decarbonize industrial process heat applications while reducing costs.

The company is working to use its patented and field-proved clean tech inverter to materially improve the efficiency of amine regeneration, and has partnered with a consortium of world-class potash partners seeking to decarbonize drying of potash ore and other critical minerals. Acceleware is actively developing other process heat applications and partnerships for RF heating.

Acceleware's RF XL is a patented low-cost, low-carbon RF thermal enhanced oil production technology for heavy oil that is materially different from any enhanced recovery technique used today.

Acceleware is a public company listed on the TSX Venture Exchange under the trading symbol AXE.

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