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OTTAWA,
ON, Dec. 22, 2022 /CNW/ - Martello
Technologies Group Inc., ("Martello" or the "Company") (TSXV:
MTLO), a provider of software that optimizes the Microsoft Modern
Workplace, announced today that the materials associated with the
Company's upcoming special meeting of shareholders (the "Special
Meeting") to be held on January 12,
2023 have been mailed to shareholders. The Company
encourages shareholders to vote by proxy using the materials sent
by mail.
![Martello Technologies Group Logo (CNW Group/Martello Technologies Group Inc.) Martello Technologies Group Logo (CNW Group/Martello Technologies Group Inc.)](https://mma.prnewswire.com/media/1973527/Martello_Technologies_Group_Inc__Martello_Special_Meeting_Materi.jpg)
The Special Meeting will seek disinterested shareholder approval
for a non-brokered private placement of common shares in the
capital of the Company ("Common Shares") for aggregate gross
proceeds of approximately USD$2,000,000 (the "Private Placement") as a
result of which, Wesley Clover International Corporation ("Wesley
Clover"), a corporation controlled by Terence Matthews, will become a Control Person
of the Company (as such term is defined in the policies of the TSX
Venture Exchange (the "TSXV"). It will also seek disinterested
shareholder approval for the repricing (the "Repricing") and expiry
date extension (the "Extension") of up to 3,077,000 outstanding
stock options ("Options"), as more fully described in a press
release dated December 5, 2022. The
Repricing and Extension applies to Options previously granted to
certain employees and officers of the Company pursuant to the
Company's stock option plan and excludes directors. It will set the
exercise price of the Options at $0.05 per Common Share, which is a premium to the
current market price. The Private Placement, creation of a new
Control Person and Repricing and Extension of Options are subject
to approval of the TSXV.
Pursuant to the Private Placement, as more fully described in a
press release dated November 16,
2022, the Company intends to issue 54,000,000 Common Shares
at a price of CDN$0.05 per Common
Share, representing a premium of 67% on the trading price of the
Common Shares on the TSXV at closing on November 15, 2022. The sole subscriber in
the Private Placement is Wesley
Clover. The subscription by Wesley
Clover is irrevocable and committed and the funds are
currently being held in escrow. The issuance of Common Shares is
conditional on receiving disinterested shareholder approval of the
creation of a new Control Person at the Special Meeting. Should
disinterested shareholder approval not be obtained, the funds would
be returned to Wesley Clover. The
Private Placement is expected to close on or about January 24, 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 Insiders (and
associated entities of certain Insiders) of the Company, including
Wesley Clover, will participate in
the Private Placement and are expected to acquire 54,000,000 Common
Shares 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. 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.
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, information and statements
regarding: the completion of the Private Placement on the terms set
out above; the creation of a new Control Person; the Company's
ability to obtain disinterested shareholder approval and TSXV
approval of the creation of a new Control Person; the Company's
ability to obtain disinterested shareholder approval and TSXV
approval of the Repricing and Extension of Stock Options, the
details of the Special Meeting; and expectations with respect to
other 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.