News & Events

VANCOUVER, July 5, 2018 /CNW/ – Newcastle Energy Corp. (NEX: NGY.H) (“Newcastle” or the “Company”) and Martello Technologies Corporation (“Martello”) are pleased to announce that they have received TSX Venture Exchange (“TSXV”) conditional approval of their reverse takeover transaction previously announced April 12 and June 5, 2018 (the “Proposed Transaction”).

The Company and Martello are working diligently to satisfy all conditions to final exchange acceptance. “TSXV conditional approval is an important milestone in Martello’s strategy”, said John Proctor, President and CEO of Martello. “As network complexity grows under the demands of real-time services, we look forward to continuing to take a leadership role in powering the network performance of businesses around the world. We’re pleased to have a growing number of investors join us on this journey”.

The parties are also pleased to provide the following updates regarding the Proposed Transaction:

On June 28, 2018 the Company and Martello executed an amalgamation agreement (the “Amalgamation Agreement”) with 10831794 Canada Inc, a wholly owned subsidiary of the Company (“Mergersub”). On closing of the Proposed Transaction, Martello and Mergersub will amalgamate to form a wholly owned subsidiary of the Company (hereinafter referred to as the “Resulting Issuer”).

Also, the Company confirms:

  • The Proposed Transaction is not subject to shareholder approval for the following reasons:
    • The Proposed Transaction is not a Related Party Transaction under National Instrument 61-101;
    • The Company is a NEX listed issuer and has no active operations;
    • The Company does not anticipate and has no reason to believe that the Resulting Issuer will be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Proposed Transaction.
    • Other than approval of the change of name and continuance under the Canada Business Corporations Actwhich was received on June 22, 2018, shareholder approval for the Proposed Transaction is not required under applicable corporate laws and Securities Laws;
  • In its news release of April 12, 2018 the Company disclosed that Martello expected to pay Regents Park Securities Ltd. a consulting fee between $500,000 and $700,000 upon the completion of the Proposed Transaction and that the fee was payable in shares of Martello. On June 1, 2018, payment of the fee and the contract governing such payment was assigned to Pelican Point Holdings (“Pelican Point“). The assignment and payment of the fee to Pelican Pointreflects the fact that Scott Gardner, the sole shareholder and principal of Pelican Point introduced Martello, Regents Park and Newcastle, and had actually performed the services under the agreement.
  • Regents Park and Newcastle are Related Parties: Allen Wilson is an independent director and shareholder of Regents Park and director and CEO of Newcastle. Neither Mr. Gardner nor Mr. Wilson are Related Parties to Martello. Mr. Gardner is not a Related Party to the Company.
  • The fee payable by Martello to Pelican Point is $700,000 payable in common shares of Martello at a price of $0.48per share or 1,458,333 common shares. Upon completion of the Proposed Transaction, Pelican Point will receive 4,666,665 common shares of the Resulting Issuer in exchange for its shares of Martello.
  • Payment of the fee by Martello to Pelican Point is subject to TSXV approval.
  • As part of the closing of its previously announced private placement, Martello paid cash commissions of $44,858 on aggregate gross proceeds of $7,585,311

For further details with respect to the Transaction, please see the Company’s filing statement, which is available under the Company’s profile on SEDAR at www.sedar.com.

Significant Conditions to Completion of the Proposed Transaction

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to: (a) closing conditions customary to transactions of the nature of the Proposed Transaction; (b) approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and (c) TSXV regulatory approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Newcastle Energy Corp. should be considered highly speculative.

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.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

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 Statements

This news release contains forward-looking statements relating to the Proposed Transaction, including statements regarding timing for closing of the Private Placement, the receipt of all necessary regulatory and other approvals and satisfaction of all other closing conditions in connection with the Proposed Transaction and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the Proposed Transaction will not be completed or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Proposed Transaction will not be satisfied; the risk that closing of the Proposed Transaction could be delayed if Newcastle and Martello are not able to obtain the necessary approvals on the timelines planned; the risk that the Private Placement will not be completed, the timing of obtaining required approvals, closing conditions for the Proposed Transaction, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Newcastle and Martello.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, Newcastle and Martello disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Newcastle and Martello undertake no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

SOURCE Newcastle Energy Corp.

Read the press release.

OBJ LogoJun 28, 2018

While Ottawa’s share of the top 250 ICT companies in Canada may be down in 2018, many of the local firms appearing on the latest edition of the Branham300 list are moving up the rankings.

The Branham300 ranks the top 250 tech firms in Canada by annual revenue, with figures obtained either by public filings, company disclosure or Branham Group’s estimates. In total, 29 Ottawa firms ranked on the 2018 list, down from 32 the year before.

Ottawa’s top three remained unchanged from the past year: Mitel at No. 16; Telesat at No. 19; and Shopify at 21, though the local e-commerce firm showed a decent jump from last year’s 26 spot.

A few local firms made their debuts on this year’s list. Quarterhill entered at No. 51, having pivoted into the industrial Internet of Things sector in fiscal 2017.

Two local firms’ aggressive growth plans also paid off. Iversoft, which told OBJ that it had achieved triple-digit revenue growth last year, debuted at No. 234. Just behind it at No. 235 was Martello Technologies, which announced plans to go public earlier this year.

Read More. 

Steady growth brings national ICT community recognition.

 Ottawa, Ontario (June 27, 2018) – Martello, a provider of network performance management solutions for real-time communications, announced today its inclusion in the 2018 edition of the widely respected Branham300 listing of Canada’s top ICT (Information and Communications Technology) companies. In its 25th year, the Branham300 ranks privately and publicly held Canadian ICT leaders by revenue growth. Martello, a privately held technology company planning a public listing on the TSXV in 2018, ranked number 235 on the Top 250 list.

“The companies recognized on the Branham300 are a who’s who of Canadian ICT leadership”, said John Proctor, President and CEO of Martello. “We’re honoured to be recognized amongst such stellar company. As network complexity grows under the demands of an increasing array of real-time services, Martello will continue to lead the industry with solutions to manage network quality and performance”.

Branham Group, a global ICT industry analyst and strategic marketing company, tracks thousands of companies throughout the year, and its Branham300 ranking is the best known and most referenced listing of Canada’s ICT companies. The companies on the Branham300 Top 250 list generate more than half of the nation’s ICT sector revenue.

“Martello has a solid track record and is poised for growth” said Wayne Gudbranson, CEO of Branham Group. “Having recently merged with Elfiq Networks and planning a TSXV listing this year, we’ve recognized their solid revenue growth and potential as a long-term Canadian ICT leader”.

Martello recently announced the closure of a $7.5 million private placement, after sharing in April its plans for a public listing on the TSXV via a reverse takeover. To spearhead this strategy, Martello added bench strength in May with the appointment of CFO Erin Crowe. The company’s ambitious growth plans include future merger and acquisition activity, an area in which the company has a positive track record. In December 2017, Martello acquired SD-WAN player Elfiq Networks.

About Martello

Martello delivers confidence in network performance. Our solutions manage and optimize the performance of real-time services on cloud and enterprise networks and include network performance management software and SD-WAN technology. Over the top (OTT) service providers and enterprises around the world rely on Martello’s technology to deliver better service quality and a reliable user experience. Designed for real-time communications such as voice and video, Martello’s solutions detect, identify and address network performance problems BEFORE service quality is impacted. Learn more at http://www.martellotech.com

 June 25, 2018

By Paula Bernier

Operating a hotel is a unique challenge. You’re customers are on site around the clock. They expect you to deliver good experiences at all hours. And those experiences include everything from comfy beds to quite environments to good food and decent internet access.

So hotels invest in the people and tools they need to deliver these experiences. And, where possible, they prefer to minimize the hassle of providing them.

When it comes to communications that can be a struggle. That’s because many hotels have old wiring, which can make it tough to support internal and guest-facing networking needs.

The good news is there are solutions in the marketplace that allow hotels to address such challenges. For example, Martello provides network performance management solutions to the hospitality sector. That includes the Elfiq SD-WAN and unified communications performance management solutions, both of which are now available via the as-a-service model.

SD-WAN provides organizations with visibility into all their underlying access connections. It allows them to use all of their connections as applications require. And it can enable them to lower their connectivity costs.

“By leveraging zero-touch provisioning and analytics capabilities, hotel properties and operators can monitor and maintain a state-of-the art network while saving on the cost of bandwidth, thanks to the company’s link aggregation and SD-WAN technologies,” says Martello, the parent company of subsidiary Elfiq Networks.

Unified communications performance management helps businesses like hotels to monitor their application and network performance. That way they can ensure real-time traffic like voice and video gets the resources they need to deliver good quality user experiences.

“Hospitality is a 24/7 business, and Martello’s software-as-a-service has been keeping Firmdale ahead of UC network performance problems for more than 4 years, improving our guest experience,” said Mark Rupert Read, director of IT at Firmdale Hotels. “Martello is always improving and augmenting its offering, solving more of our network performance challenges from a single pane of glass.”

Read Article.

 June 22, 2018

A look at what’s new from Cisco, Vonage, Serenova, Avaya, ThousandEyes, and Martello

In this edition of the No Jitter Roll, we look at a diversity of announcements around mobility, the contact center, workforce optimization, and hospitality-focused solutions from vendors Cisco, Vonage, Serenova, Avaya, ThousandEyes, and Martello Technologies.

Martello Gets Hospitable
Out of the Hospitality Industry Technology Exposition & Conference (HITEC) event that took place this week in Houston, Texas, Martello, a network performance management solution provider, announced it’s growing its footprint in the vertical with “as a service” options for Elfiq (a Martello subsidiary) SD-WAN and UC performance management solutions.

“Many hotel properties today are suffering because of antiquated private circuits with low bandwidth that are struggling to support their entire network,” said Todd Shobert, CTO at Safety NetAccess, an Elfiq Networks partner, in a prepared statement.

With Martello’s link aggregation and SD-WAN technologies, hotel properties and operators can leverage zero-touch provisioning and analytics capabilities to maintain the network and save on bandwidth costs, the company said. By combining these technologies with Martello’s fault and performance management SaaS, it added, hotel customers can do things like optimize real-time traffic like VoIP to improve quality of experience.

Read More.