Mr. Geoff Clark reports

ACCELEWARE LTD. ANNOUNCES CLOSING OF SHARES FOR DEBT TRANSACTIONS

Further to the news release dated June 30, 2025, Acceleware Ltd. has closed certain shares-for-debt transactions to settle $186,337 in certain trades payable, management fees and interest payable on convertible debentures of the company by issuing up to 1,863,375 units at a deemed price of 10 cents per unit.

Each unit issued under the shares-for-debt transactions consists of one common share of the company and one common share purchase warrant of the company. Each warrant entitles the holder to acquire one common share, at an exercise price of 20 cents for 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 30 days notice to the holders thereof. The common shares, warrants and common shares underlying the warrants will be subject to a four-month-plus-one-day hold period in accordance with securities legislation.

Insiders of the company were issued a total of 313,000 units in the shares-for-debt transactions, making the shares-for-debt transactions a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101, based on a determination that the fair market value of the private placement, insofar as such transactions involve related parties, does not exceed 25 per cent of the market capitalization of the company.

Acceleware intends to use the net proceeds of the shares-for-debt transactions 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.

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 proven 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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