Acceleware closes second tranche of replacement debentures

Calgary, Alberta--(Newsfile Corp. - April 15, 2026) - Acceleware® Ltd. (TSXV: AXE) (" Acceleware " or the " Company ") is pleased to announce that it has closed the second tranche of the issuance of the Replacement Debentures (as defined below) further to the press release dated April 10, 2025. The second tranche closed on April 15, 2026, with Acceleware issuing Replacement Debentures in the principal amount of $178,185.36 (the " Second Tranche Closing "). The Second Tranche Closing took place in connection with the Company's previously announced debenture restructuring of the outstanding debt owed to the 10% unsecured convertible debenture holders (the " 2022 Debentures ") in the aggregate amount of $2,453,640, which amount represents the total principal outstanding plus accrued and unpaid interest (the " Debenture Restructuring ").

Details of Debenture Restructuring In connection with the proposed Debenture Restructuring, the Company provided existing holders the option to convert all outstanding amounts including principal and accrued and unpaid interest attributable to their 2022 Debentures into: units of the Company (the " Units "), through a shares-for-debt transaction, at a price of $0.10 per Unit (the " Shares for Debt Transaction "); new convertible debentures (" Replacement Debentures ") on substantially the same terms, subject to amendments to the Conversion Price as detailed below; or a combination of Replacement Debentures and Units. The Shares for Debt Transaction closed on April 7, 2026 and Acceleware issued a total of 12,688,589 Units under the Shares for Debt Transaction. Each Unit issued under the Shares for Debt Transaction consists of (i) one (1) common share in the capital of the Company (a " Common Share "); and (ii) one (1) Common Share purchase warrant of the Company (a " Warrant ").

Each Warrant entitles the holder thereof to acquire one Common Share at $0.20 for a period of two (2) years from the date of issuance of the Warrant. In the event that the Common Shares trade at a closing price at or greater than $0.30 per Common Share for a period of thirty (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 30 th day after the date on which such notice is given by Acceleware. In aggregate under the first tranche of the issuance of Replacement Debentures that took place on April 10, 2026 and the Second Tranche Closing, Acceleware issued Replacement Debentures in the principal amount of $1,184,781.

Each Replacement Debenture has a maturity date of April 7, 2030, and a conversion price of $0.15 (the " Conversion Price "), subject to certain adjustments. Each Replacement Debenture will be convertible into Units consisting of one (1) Common Share and one-half (1/2) of one Warrant. Each whole Warrant will entitle the holder thereof to one (1) Common Share at an exercise price of $0.30 per Common Share for a period of two (2) years from the date of issuance of the Replacement Debenture, subject to certain adjustments.