Martello Extends Debt Agreements

Key lenders demonstrate support for Vantage DX growth strategy with repayment flexibility.

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OTTAWA, ON, May 26, 2023 /CNW/ – Martello Technologies Group Inc., (“Martello” or the “Company”) (TSXV: MTLO), a provider of software that optimizes the Microsoft Modern Workplace, announced today the extension of debt agreements with Vistara Technology Growth Fund III Limited Partnership (“Vistara”) and Wesley Clover International (“WCI”).

On April 27, 2020, Martello Technologies Corporation (the “Corporation”) entered a term credit facility with Vistara (the “Vistara Credit Agreement”). Under the terms of the Vistara Credit Agreement, Vistara provided a USD $8.0M subordinated secured term loan (the “Vistara Term Loan”). The Vistara Term Loan was used to fund the acquisition of GSX.

The Vistara Term Loan is repayable within 36 months of closing, being May 28, 2023. Having paid down USD $3.21M to date, the outstanding amount of the Vistara Term Loan is USD $4.79M. The Corporation has secured a 120-day extension to these repayment terms, with the outstanding portion of the Vistara Term Loan now due on September 28, 2023. Under the terms of the extension Martello will make a series of payments to Vistara which will pay off the debt in its entirety by September 28, 2023.

On August 23, 2022, Martello and its Chairman Terry Matthews, through WCI agreed to a USD $1.5M subordinate loan (the “WCI Subordinate Loan”). Under the terms of the WCI Subordinate Loan, interest accrues at US Prime plus 8.75%, consistent with the Vistara Term Loan. Interest accrues during the term of the loan and is to be paid at loan maturity, which is May 28, 2023. No equity or warrants were provided in connection with the WCI Subordinate Loan. The company used the WCI Subordinate Loan to pay down the Vistara Term Loan and meet the Vistara Term Loan covenants through to maturity. WCI has agreed to extend the WCI Subordinate Loan under the same terms to May 24, 2024, and extend an additional USD $792,030 under the same terms, for payment of the Vistara Term Loan (the “WCI Subordinate Loan Increase”).

“The Martello team is laser-focused on growing monthly recurring revenue and delivering value to shareholders”, said John Proctor, President and Chief Executive Officer of Martello. “The debt facilities provided by Vistara and WCI have allowed us to invest in the development and market launch of Vantage DX, which is now the Microsoft-recommended solution for monitoring Microsoft Teams performance. We thank both lenders for their support and continued confidence in Martello and Vantage DX”.

“As a strong supporter of Martello, I thank Vistara for the role they’ve continued to play as a partner in the Company’s growth”, said Terence Matthews, Chairman of Martello and Wesley Clover International. “I am encouraged by Vantage DX activity, and the strong partnership the Company continues to develop with Mitel. Businesses depend more than ever before on their communication and collaboration platforms, and Martello provides them with simple tools to control and improve their performance for users. I’m pleased to provide Martello with an extended repayment term as my belief in the Company continues to strengthen”.

The WCI Subordinate Loan Increase constitutes a “related party transaction” within the meaning of TSXV Policy 4.1 and Section 5.9 and Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61–101”) because an Insider (and associated entity of an Insider) of the Company, being Wesley Clover, has provided USD $792,030 in additional debt financing in connection with the WCI Subordinate Loan Increase.

Martello (TSXV: MTLO) is a technology company that provides monitoring solutions to optimize the Microsoft Modern Workplace. The Company’s products provide actionable insight on the performance and user experience of 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 optimization. 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

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.

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.

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, information, statements and expectations regarding activities, events or developments that the Company expects or anticipates will or may occur in the future.

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, 2021 dated January 7, 2022, 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, the Company undertakes 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, tking@martellotech.com, 613.410.7636; John Proctor, President & CEO, jproctor@martellotech.com, 613.271.5989