Martello Announces $5 Million Bought Deal Public Offering of Units

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

OTTAWA, ON, Feb. 25, 2021 /CNW/ – Martello Technologies Group Inc., (“Martello” or the “Company”) (TSXV: MTLO), a provider of digital experience monitoring (“DEM”) solutions deployed in more than 5,000 enterprise networks around the world, announced today that it has entered into an agreement with Paradigm Capital Inc. to act as sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters“), pursuant to which the Underwriters will purchase, on a bought deal basis, 26,316,000 units (the “Units“) at an offering price of $0.19 per Unit (the “Offering Price“) for gross proceeds of approximately $5 million (the “Offering“).

Each Unit shall consist of one common share of the Company (a “Common Share“), and one-half of one common share purchase warrant (each whole warrant a “Warrant“). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a “Warrant Share“) at a price of $0.30 for a period of two years following the closing of the Offering.

The Company has granted the Underwriters the option (the “Over-Allotment Option“) which will allow the Underwriters to purchase up to an additional 15% of the Offering, on the same terms as the Units. The Over-Allotment Option may be exercised in whole or in part at any time up to 30 days following the closing date of the Offering, for any number of Units, Common Shares, Warrants, or any combination thereof at a price equal to the Offering Price for a Unit and a price to be agreed upon for the Warrant.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes. The Units will be offered in Canada by way of a short form prospectus to be filed in Ontario, Alberta, and British Columbia, and such other additional jurisdictions as agreed to by the Company and the Underwriters.

The Offering is expected to close on March 18, 2021 and is subject to certain customary conditions including the approval of the TSX Venture Exchange and applicable securities regulatory authorities.

The Company has agreed to pay to the Underwriters a cash commission equal to 7.0% of the gross proceeds of the Offering, including on exercise of the Over-Allotment Option, other than in respect of sales of a maximum of $1,000,000 of the Offering to certain directors and officers of the Company or their related entities (the “President’s List“) for which the Company shall pay a commission equal to 3.5%.  The Company has also agreed to pay to the Underwriters compensation options (the “Compensation Options“) equal to 5.0% of the Units issued in the Offering, including on exercise of the Over-Allotment Option, other than any Units issued in connection with the President’s List. The Compensation Options shall be exercisable at the Offering Price for a period of 2 years from the closing of the Offering. The Underwriters will also receive Compensation Options equal to 2.5% of the number of Units issued to subscribers on the President’s List.  The Compensation Options are exercisable at the Offering Price for a period of 2 years from the closing of the Offering.

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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under United States federal and state securities laws or an applicable exemption from such United States registration requirements.

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 Microsoft 365 end user experience monitoring, unified communications performance analytics, and IT service analytics. Martello is a public company headquartered in Ottawa, Canada with employees in Europe, North America and the Asia Pacific region.

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

Certain statements included in this news release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Forward-looking statements or information typically contain statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements or information in this news release include, but are not limited to, the expected closing date of the Offering, Martello’s intended use of the net proceeds of the Offering, trends in the markets in which Martello operates and the potential exercise by the Underwriters of the Over-Allotment Option. Forward-looking statements or information is based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although Martello believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on such forward-looking statements, as Martello can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things, Martello’s ability to obtain all necessary regulatory and stock exchange approvals for the Offering, Martello’s ability to identify and acquire suitable acquisition targets, the accuracy of Martello’s expectations with respect to industry and market trends and global economic conditions including the continuing effects of COVID-19. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used. Forward-looking statements or information is based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by Martello and described in the forward-looking statements or information, including the risks and uncertainties described under the heading “Risk Factors” in Martello’s Annual Information Form for the year ended March 31, 2020, filed with the Canadian securities regulatory authorities under Martello’s SEDAR profile. These risks and uncertainties may cause actual results to differ materially from the forward-looking statements or information. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, Martello undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SOURCE Martello Technologies Group

For further information: Tracy King, Vice President of Marketing, tking@martellotech.com, 613.410.7636; John Proctor, President & CEO, jproctor@martellotech.com, 613.271.5989

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