SOURCE: RMC GP Inc.

February 17, 2017 17:52 ET

RMC GP Inc.: Acceleware Shareholder Files Early Warning Report

CALGARY, AB--(Marketwired - February 17, 2017) -

This press release is not to be distributed to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities law.

As announced on December 21, 2016, RMC GP Inc. ("RMC"), an affiliate of Resource Merchant Capital Corp., an Alberta-based private capital firm, has invested $1.175 million in Acceleware Ltd. (TSX VENTURE: AXE) ("Acceleware"). Pursuant to the closing of a private placement (the "Offering") by Acceleware of convertible debentures as set out in Acceleware's news release dated December 19, 2016, RMC acquired a convertible debenture in the principal amount of $675,000 (the "Debenture"). The Debenture is convertible into units of Acceleware at a conversion price equal to the lesser of (i) $0.15 per unit, and (ii) if Acceleware, at any time after December 16, 2016, distributes common shares ("Shares") in the capital of Acceleware, the price per Share, provided the conversion occurs within 15 days of the announcement of such distribution, and under no circumstances will the conversion price be lower than $0.12. Each unit consists of one Share in the capital of Acceleware and one-half of one Share purchase warrant of Acceleware (the "December Warrants"). Each whole December Warrant entitles RMC to acquire one Share in the capital of Acceleware, at an exercise price equal to two times the conversion price of the units, for a 24-month period following the distribution of the Debenture. The Debenture can be converted at the option of Acceleware provided that on the date of conversion, the 30-day volume weighted average trading price of the Shares of Acceleware on the TSX Venture Exchange is equal to or greater than 150% of the conversion price. Interest on the Debenture accrues at a rate of 10% per annum, and the maturity date of the Debenture is December 16, 2020.

Prior to October 7, 2016, RMC did not have ownership or control over any securities of Acceleware. On October 7, 2016, RMC acquired 4,545,455 Shares and 2,272,727 Share purchase warrants (the "October Warrants"), each October Warrant entitling RMC to acquire one Share of Acceleware at an exercise price of $0.22, for a period ending on October 7, 2018. Assuming the conversion of the entire principal amount of the Debenture, the October Warrants, and the December Warrants, RMC would have ownership and control over an aggregate of 13,568,182 Shares, or 12.4% of the issued and outstanding Shares on a fully-diluted basis.

RMC relied on Section 2.3 of National Instrument 45-106 - Prospectus Exemptions as RMC meets the definition of "accredited investor" under securities legislation. The Debenture was acquired by RMC for investment purposes. RMC may, from time to time, depending on market and other conditions or relevant factors, increase or decrease its beneficial ownership, control or direction over securities of Acceleware through market transactions, private agreements or otherwise.

RMC has filed a report (as contemplated by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) in connection with the acquisition of the Debenture under the Offering. A copy of the report may be obtained from SEDAR (www.sedar.com). Nothing in this press release or in the filing of the above-mentioned report is an admission that any person named in the report is a joint actor with another named entity.

About Resource Merchant Capital

Resource Merchant Capital (www.resourcemc.com) is an Alberta-based, private capital firm focused exclusively on oil and gas product and service companies. Resource Merchant Capital partners with technology-focused companies to build world class businesses that drive significant wealth for founders, entrepreneurs, leaders and shareholders.

About Acceleware

Acceleware (www.acceleware.com) develops high performance seismic imaging and modeling software products and provides innovative technology for radio frequency (RF) heating, an emerging thermal enhanced oil recovery method. As experts in programming for multi-core CPUs and massively parallel GPUs, Acceleware's professional services team specializes in accelerating computationally intense applications for clients to speed up product design, analyze data and help make better business decisions. Acceleware's products and services are used by some of the world's largest energy and engineering companies.

Acceleware is a public company on Canada's TSX Venture Exchange under the trading AXE.

For further information: Resource Merchant Capital, Chad Robinson, Tel: +1 (403) 993-9986, crobinson@resourcemc.com, www.resourcemc.com; Acceleware Ltd., Geoff Clark, Tel: +1 (403) 249-9099, geoff.clark@acceleware.com, www.acceleware.com.

Disclaimers

This press release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally means any information about Acceleware or RMC that is prospective in nature, and often includes words such as "anticipates", "expects", "estimates", "intends" and words and terms of similar substance, in connection with discussions about RMC's or Acceleware's future operations or financial performance.

Actual results may vary from the forward-looking information in this press release due to certain material risk factors.

Neither Acceleware nor RMC assumes any obligation to update or revise the forward-looking information in this press release, unless it is required to do so under Canadian securities legislation.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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