Martello Announces Closing of $6.9 Million Bought Deal

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

OTTAWA, May 26, 2020 (GLOBE NEWSWIRE) — Martello Technologies Group Inc. (“Martello” or the “Company“) (TSXV: MTLO) is pleased to announce that it has closed its previously announced bought deal public offering (including the exercise in full of the underwriters’ over-allotment option), resulting in the issuance by Martello of 32,861,250 units (the “Units“) at a price of $0.21 per Unit (the “Offering Price“), for aggregate gross proceeds of $6,900,863. (the “Offering”)

The Offering was led by PI Financial Corp. and Eight Capital as co-lead underwriters on behalf of a syndicate of underwriters (collectively the “Underwriters“).

The Units were issued pursuant to a short form prospectus dated May 20, 2020, filed with the securities regulatory authorities in each of the provinces of Ontario, British Columbia and Alberta (the “Prospectus”). A copy of the Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.

Each Unit consists of one common share of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one common share at an exercise price of $0.30 per common share for a period of 36 months from the Closing Date. Commencing on May 26, 2021, if the daily volume weighted average trading price of the common shares of the Company on the TSX Venture Exchange (“TSXV”) for any 10 consecutive days equals or exceeds $0.50, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.

The Underwriters received a cash commission equal to 7% of the gross proceeds realized from the Offering. The Company also granted the Underwriters 1,643,063 compensation options, exercisable to purchase Units (a “Compensation Option Unit”) at a price of $0.21 per Compensation Option Unit for a period of 24 months following the date hereof.

$4,000,000 of the net proceeds of the Offering will be used to pay a portion of the purchase price and transaction expenses in connection with the previously announced acquisition of GSX Participations SA, which closed into escrow, subject to the receipt of the net proceeds of the Offering and the payment of the balance of the purchase price thereof, on May 25, 2020. The remainder of the net proceeds of the Offering will be used for general corporate purposes and working capital.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Martello Technologies Group Inc.

Martello Technologies Group Inc. is a technology company that provides digital experience monitoring (DEM) solutions. The Company develops products and solutions that provide monitoring and analytics on the performance of real-time applications on networks, while giving IT teams and service providers control and visibility of their entire IT infrastructure. Martello’s products include unified communications performance analytics software, and IT analytics software. Martello is headquartered in Ottawa, Canada with offices in Montreal, Amsterdam, Paris, Dallas and New York. 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 Statements

This news release contains “forward-looking statements”. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “expect,” “future,” “may,” “should,” “will” and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are 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 statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

• 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.

Any forward-looking statement made by us in this news release is based only on information currently available to us 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 statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For more information, please contact:

Tracy King
Vice President of Marketing
tking@martellotech.com
613.271.5989 x 2112

John Proctor
President & CEO
jproctor@martellotech.com
613.271.5989