/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, Nov. 16, 2021 /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 first tranche (the “First Tranche“) of its previously announced non-brokered private placement (the “Private Placement“). Under the First Tranche, the Company issued 8,403,362 common shares in the capital of the Company (the “Common Shares“), at a price of CDN$0.119 per Common Share (the “Offering Price“) for aggregate gross proceeds of CDN$1,000,000.
The First Tranche was subscribed for entirely, either directly or indirectly, by Martello insiders Terence Matthews, through Wesley Clover International Corporation and Colley Clarke, through his spouse. The Offering Price of the Common Shares was equal to the undiscounted volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV“) for the five consecutive trading days prior to November 11, 2021, the day the Private Placement was announced.
The Private Placement occurred in connection with the amendment to Martello’s credit agreement with Vistara Growth dated November 10, 2021 (the “Amendment“), as previously announced on November 11, 2021. Pursuant to the Amendment, the Company also issued 837,110 Common Shares to Vistara Growth at a deemed price of CDN$0.119 per Common Share.
The Common Shares issued under the First Tranche and under the Amendment are subject to a four month hold period until March 17, 2022.
The Second Tranche
Pursuant to the Amendment, the second tranche of the Private Placement (the “Second Tranche“) must be completed by January 31, 2022.
The second tranche will be for a minimum of CDN$1,000,000 and will be completed at a price per Common Share equal to the volume weighted average trading price of the Common Shares on the TSXV for the five consecutive trading days ending on the trading date immediately prior to the announcement of the Second Tranche. HO Industries SAS, previously the majority shareholder of GSX Participations SA, has a pre-emptive right to maintain its pro rata ownership in the Company in connection with the Second Tranche.
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 TSXV.
The First Tranche constitutes a “related party transaction” within the meaning of TSXV Policies 4.1 and Section 5.9 and Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61–101“). 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 First Tranche as the fair market value (as determined under MI 61-101) of the insider’s participation in the First 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 completion of the Second Tranche; the expected proceeds of the Second Tranche; and 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, 2020 dated December 24, 2020, 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.
For further information: Tracy King, Vice President of Marketing, firstname.lastname@example.org, 613.410.7636; John Proctor, President & CEO, email@example.com, 613.271.5989