OTTAWA, ON, July 13, 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 closing of a non-brokered private placement of common shares in the capital of the Company ("Common Shares") for aggregate gross proceeds of approximately CAD$2,500,000 (the "Private Placement").

Pursuant to the Private Placement, Martello has issued 50,000,000 Common Shares at a price of CAD$0.05 per Common Share, for aggregate gross proceeds of CAD$2,500,000, subject to approval of the TSX Venture Exchange (the "TSXV").

The sole subscriber in the Private Placement is Wesley Clover International Corporation ("Wesley Clover"), a corporation controlled by Terence Matthews, Chairman of Martello, and a Control Person of the Company (as such term is defined in the policies of the TSXV). The Company intends to use the proceeds of the Private Placement for general corporate and operational purposes. The Common Shares issued in the Private Placement are subject to a four-month hold, which expires on November 13, 2023.

The Private Placement 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 participated in the Private Placement and has acquired the number of Common Shares as is equal to CAD$2,500,000 in connection with the Private Placement. 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 Private Placement as the fair market value (as determined under MI 61-101) of the Insider participation in the Private Placement is below 25% of the Company's market capitalization (as determined in accordance with MI 61-101).

About Martello Technologies Group

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.

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.