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OTTAWA, ON, March 24, 2022 /CNW/ - Martello Technologies
Group Inc., ("Martello" or the "Company") (TSXV:
MTLO), a leading developer of enterprise digital experience
monitoring ("DEM") solutions, today announced the closing of
the third tranche (the "Third Tranche") of its
previously announced non-brokered private placement (the
"Private Placement"). This is expected to be the final
tranche in the Private Placement, bringing the total aggregate
gross proceeds to CDN$2,487,000.
Under the Third Tranche, the Company issued 500,000 common
shares in the capital of the Company (the "Common Shares")
to a Martello insider, at a price of CDN$0.10 per Common Share (the "Offering
Price"), representing a premium of more than 80% to the closing
price of the Common Shares on March 23,
2022 for aggregate gross proceeds of
CDN$50,000.
The Private Placement has been subscribed entirely, either
directly or indirectly by Martello insiders, including
Terence Matthews through Wesley
Clover International Corporation, Bruce Linton, John Proctor, Colley Clarke, Michael Michalyshyn, Don
Smith, Mike Galvin,
Jennifer Camelon and Erin Crowe.
The Common Shares issued in the Third Tranche are subject to a
four month hold period until July 24,
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 the approval of the listing of the
Common Shares on the TSX Venture Exchange (the "TSXV").
The Third Tranche constitutes a "related party transaction"
within the meaning of TSXV Policies 4.1 and 5.9 and Multilateral
Instrument 61–101 Protection of Minority Security Holders in
Special Transactions ("MI 61–101"), as it
was subscribed entirely by Jennifer
Camelon. The Company has relied on exemptions from the
formal valuation and minority shareholder approval requirements of
MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101
in respect of the Third Tranche as the fair market value (as
determined under MI 61-101) of the insider's participation in the
Third Tranche is below 25% of the Company's market capitalization
(as determined in accordance with MI 61-101).
This press release does not constitute an offer of the
securities of the Company for sale in the
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
within the United States absent
registration or an exemption from registration under the 1933
Act.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which 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 (DEM)
solutions. The company's products provide monitoring and analytics
on the performance and user experience of critical cloud business
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 end user experience monitoring and analytics.
Martello is a public company headquartered in Ottawa, Canada with employees in Europe, North
America and the Asia
Pacific region. Learn more at
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 news
release.
Cautionary Note Regarding Forward-Looking
Information
This news release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Forward-looking information can be identified by words such as:
"anticipate," "intend," "plan," "goal," "seek," "believe,"
"project," "estimate," "expect," "strategy," "future," "likely,"
"may," "should," "will" and similar references to future periods
and " includes, but is not limited to, statements with respect to
activities, events or developments that the Company expects or
anticipates will or may occur in the future including the use of
proceeds from the Private Placement.
Forward-looking information is neither a statement of
historical fact nor assurance of future performance. Instead,
forward-looking information is based only on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. 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
outside of our control. Our actual results and financial condition
may differ materially from those indicated in the forward-looking
information. Therefore, you should not rely on any of the
forward-looking information. Important factors that could cause our
actual results and financial condition to differ materially from
those indicated in the forward-looking information include, among
others, the following:
- Continued volatility in the capital or credit markets and
the uncertainty of additional financing.
- Our ability to maintain our current credit rating and the
impact on our funding costs and competitive position if we do not
do so.
- 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 man-made or other
disruptions of our operating systems, structures or
equipment.
- Delayed purchase timelines and disruptions to customer
budgets, as well as Martello's ability to maintain business
continuity as a result of 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,
2022, which is available on the Company's profile on SEDAR
at www.sedar.com.
Any forward-looking information provided by the Company in
this news release is based only 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, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
SOURCE Martello Technologies Group Inc.