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OTTAWA (ON), January 27, 2022 /CNW/ – Martello Technologies Group Inc.(“martello“or the”Society“) (TSXV: MTLO), a leader in the development of enterprise digital experience monitoring (“DEM“) solutions, today announced the closing of the second tranche (the “Second Tranche“) of its previously announced non-brokered private placement (the “Private PlacementThe Company also announced the granting of stock options to certain directors and officers of the Company.

Second Tranche

As part of the Second Tranche, the Company issued 14,370,000 ordinary shares in the capital of the Company (the ” Ordinary actions“) to certain Martello insiders, at the price of CDN$0.10 per ordinary share (the “Offer price“), representing a premium of more than 80% over the closing price of the common shares on January 262022 for a total gross product of CA$1,437,000. This is an increase of CA$437,000 previous announcements. The total amount raised to date through the private placement is CA$2,437,000.

The Second Tranche was fully subscribed, directly or indirectly, by Martello insiders led by Terence Matthewswho invested C$1,000,000 through Wesley Clover International Corporation. Other insiders participating in the second tranche include Bruce Linton, John ProctorColley Clarke, Michael Michalyshyn, Don Smith, Mike Galvin and Erin Crowe.

The Company anticipates that a subsequent portion of the private placement of 500,000 common shares at the offering price will close within the next few weeks for aggregate gross proceeds of C$50,000. The third tranche is also expected to be fully subscribed by a Martello insider.

“In my opinion, Martello plays a key role in the successful delivery of cloud-based services such as Microsoft 365 and Teams,” said Terence Matthews, co-president of Martello. “Use of these services has increased dramatically in recent years and the complexities of real-time communications in the cloud provide an opportunity for significant business growth with Martello. With the launch of Martello Vantage DX, I am confident that the company is on the right track at the right time, with the ability to execute well.”

The story continues

“Martello’s board and management have chosen to invest in Martello at a significant premium to the market, which reflects our collective belief in the company’s opportunity,” said John Proctor, President and CEO of Martello. “We remain focused on revenue growth with Vantage DX and the continued development of key partnerships and look forward to sharing commercial updates with the market as these activities progress.”

The common shares issued in the second tranche are subject to a hold period of four months until May 28, 2022.

The net proceeds from the private placement are expected to be used by the Company to pursue sales activities and product features and enhancements, as well as for general working capital purposes. The private placement is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval to list the common shares on the TSX Venture Exchange ( the “TSXV“).

The second tranche constitutes a “related party transaction” within the meaning of policies 4.1 and section 5.9 of the TSXV and Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61–101The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of NI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of NI 61- 101 with respect to the second tranche as the fair market value (as determined in accordance with NI 61-101) of the insider interest in the second tranche is less than 25% of the market capitalization of the Company (as determined in accordance with NI 61-101).

Grant of stock options

Martello granted a total of 300,000 stock options (the “Options”) to certain directors and officers of the Company. Each option is exercisable into one common share at a price of $0.10 per ordinary share. Options granted will vest in equal annual installments over 36 months and will expire five years from the date of grant.

Option grants are governed by the terms of the Company’s incentive stock option plan, as ratified by Martello shareholders at the Company’s annual and special meeting on September 21, 2021. Martello grants options as part of its strategy to motivate and retain a strong team that will drive growth.

This press release does not constitute an offer to sell shares of the Company in United States. The securities of the Company have not been registered under the United States Securities Act of 1933 (the “1933 Act“) as amended, and may not be offered or sold in United States non-registration or exemption from registration under the 1933 Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any state where such offer, solicitation or sale would be unlawful.

About Martello Technologies Group

Martello Technologies Group Inc. (TSXV: MTLO) is a technology company that provides digital experience monitoring solutions. The company’s products provide monitoring and analysis of the performance and user experience of business-critical cloud applications, while giving IT teams and service providers control and visibility of their entire IT infrastructure. . Martello’s software products include Vantage DX, which provides Microsoft 365 and Microsoft Teams user experience monitoring and analysis. Martello is a public company headquartered in Ottawa, Canada with employees in Europe, North America and the Asia Pacific Region. Learn more about http://www.martellotech.com

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

Caution Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information can be identified by words such as: “anticipate”, “intend”, “plan”, “objective”, “seek”, “believe”, “project”, “estimate”, “seek”. expect”, “strategy”, “future”, “probable”, “may”, “should”, “will” and similar references to future periods and “includes, but is not limited to, statements regarding activities, events or developments that the Company anticipates or expects to occur or may occur in the future, including the anticipated proceeds of the Third Tranche and the use of the proceeds of the Private Placement.

Forward-looking information is neither a statement of historical fact nor an assurance of future performance. Instead, forward-looking information is based solely on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, expected events and trends, the economy and other conditions. future. Because forward-looking information relates to the future, such statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking information. Accordingly, you should not rely on any forward-looking information. Important factors that could cause our actual results and financial condition to differ materially from those set forth in the forward-looking information include, among others, the following:

• Continued volatility in capital or credit markets and uncertainty of additional funding.

• Our ability to maintain our current credit rating and the impact on our funding costs and our competitive position if we do not.

• Changes in customer demand.

• Disruptions to our technology network, including computer systems and software, as well as natural events such as severe weather, fires, floods and earthquakes or human-made or other disruptions to our operation, structures or equipment.

• Delayed purchase timelines and disruptions to customer budgets, as well as Martello’s ability to maintain business continuity due to COVID-19.

• and other risks disclosed in the Company’s filings with Canadian securities regulators, including the Company’s annual information form for the year ended March 31, 2021 dated January 7, 2022which is available on the Company’s profile on SEDAR at www.sedar.com.

Any forward-looking information provided by the Company in this press release is based solely on information currently available and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking information, whether written or oral, which may be made from time to time, whether as a result of new information , future developments or otherwise.

SOURCE Martello Technologies Group Inc.

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