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Martello announces closing of reverse takeover transaction

image press release
August 21, 2018

OTTAWA, Aug. 15, 2018 – Martello Technologies Group Inc. (formerly Newcastle Energy Corp.) (the “Company” or the “Resulting Issuer“) is pleased to announce the closing of its reverse takeover transaction (the “RTO“) with Martello Technologies Corporation (“Martello“) as previously described in its news releases dated April 12, June 6, and July 5, 2018 and more particularly set out in its filing statement dated June 29, 2018 (the “Filing Statement“), which is available under the profile of the Company at The Company’s common shares will commence trading on the TSX Venture Exchange (the “TSXV“) as a Tier 2 technology issuer under the symbol “MTLO” once the TSXV’s conditions for listing are satisfied and the TSXV issues its final exchange bulletin confirming the completion of the RTO (the “Final Exchange Bulletin“).

Reverse Takeover Transaction

Pursuant to an amalgamation agreement (the “Amalgamation Agreement“), 10831794 Canada Inc., a wholly owned subsidiary of the Company, and Martello amalgamated under the Canada Business Corporation Act (the “Amalgamation“). As a result of the Amalgamation, (i) all securities of Martello will be cancelled; (ii) the issued and outstanding shares in the capital of 10831794 Canada Inc. will be converted into one (1) common share in the capital of the surviving corporation of the Amalgamation (“Amalco“); and (iii) in exchange for each (1) security held in the capital of Martello, each security holder will receive 3.2 securities (the “Exchange Ratio“) in the capital of the Resulting Issuer (the “Martello Securities“). The surviving corporation of the Amalgamation is Martello and will be a wholly owned subsidiary of the Company.

Outstanding Share Capital and Escrow

Following the closing of the RTO, the Company has a total of 171,883,976 common shares issued and outstanding, 1,028,576 Warrants, and has issued or reserved for issuance 18,072,000 incentive stock options.

The Company has undertaken to only permit the exercise of 17,188,398 stock options under its stock option plan until such time as disinterested shareholder approval is obtained for the issuance of the overallotment of 883,603 stock options. Further, certain officers and directors of the Company have agreed to amend their option agreements such that an aggregate of 883,603 stock options held by them as a group will not vest until such time as disinterested shareholder approval is obtained for the issuance of the overallotment.

An aggregate of 49,913,419 common shares and 8,064,000 stock options held by the Principals of the Company are subject to Tier 2 Value Escrow and will be released from escrow as follows: ten percent (10%) of the escrowed shares will be released from escrow on the issuance of the Final Exchange Bulletin and an additional fifteen percent (15%) will be released every 6 months thereafter.

In addition, certain non-principal shareholders of Martello are subject to the following TSXV seed share resale restrictions (SSRR):

(a)  Arm’s length shareholders holding an aggregate of 5,512,079 shares of the Resulting Issuer who were issued shares of Martello at a cost of less than $0.05 are subject to a SSRR release equivalent to Tier 2 Value Escrow; and

(b)  Arm’s length shareholders holding an aggregate of 98,666 shares of the Resulting Issuer who were issued shares Martello at a price of $0.35 after March 29, 2018 are subject to SSRR of a 4-month hold with 20% release every month with the first release on closing of the RTO.

New Board and Management

Effective on the closing of the RTO, and pursuant to the resolutions passed at the shareholders’ meeting on June 22, 2018, the directors of the Resulting Issuer will be Dr. Terence Matthews, Bruce Linton, Colley Clarke, Niall Gallagher, Mike Michalyshyn, and Don Smith. Terence Matthews and Bruce Linton are Co-Chairmen of the Board; John Proctor is the President & CEO; Erin Crowe is the CFO; Niall Gallagher is Vice-President, Product Management; Doug Bellinger is Chief Technology Officer; and Christa Plumley is Corporate Secretary.

 Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Martello Technologies Group Inc. 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 RTO 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

 The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims 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, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

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