Martello Announces Closing of $50K Final Tranche of Non-Brokered Private Placement

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OTTAWA, ON, March 24, 2022 /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 third tranche (the "Third Tranche") of its previously announced non-brokered private placement (the "Private Placement"). This is expected to be the final tranche in the Private Placement, bringing the total aggregate gross proceeds to CDN$2,487,000.

Under the Third Tranche, the Company issued 500,000 common shares in the capital of the Company (the "Common Shares") to a Martello insider, at a price of CDN$0.10 per Common Share (the "Offering Price"), representing a premium of more than 80% to the closing price of the Common Shares on March 23, 2022 for aggregate gross proceeds of CDN$50,000.

The Private Placement has been subscribed entirely, either directly or indirectly by Martello insiders, including Terence Matthews through Wesley Clover International Corporation, Bruce Linton, John Proctor, Colley Clarke, Michael Michalyshyn, Don Smith, Mike Galvin, Jennifer Camelon and Erin Crowe.

The Common Shares issued in the Third Tranche are subject to a four month hold period until July 24, 2022.

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 TSX Venture Exchange (the "TSXV").

The Third Tranche constitutes a "related party transaction" within the meaning of TSXV Policies 4.1 and 5.9 and Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions ("MI 61–101"), as it was subscribed entirely by Jennifer Camelon. 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 Third Tranche as the fair market value (as determined under MI 61-101) of the insider's participation in the Third 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 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, 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, 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.

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