Chairman Terence
Matthews demonstrates continued confidence in the Company by
providing USD$3M in debt financing to
repay the Vistara debt.
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OTTAWA,
ON, Aug. 9, 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 repayment of outstanding sums of approximately
USD$3M due to Vistara Technology
Growth Fund III Limited Partnership ("Vistara" or the "Lender")
pursuant to a credit agreement entered into on April 27, 2020 for a term credit facility to fund
the purchase of GSX (the "Vistara Credit Agreement" and the
"Vistara Term Loan").
Wesley Clover International Corporation ("WCI"), the investment
firm controlled by Martello Chairman Terence Matthews has provided an additional
USD$3M in credit to facilitate the
repayment of the Vistara Term Loan. The amended and restated WCl
loan agreement is pursuant to an agreement for a subordinate loan
provided by WCI on August 23, 2022
(the "WCI Subordinate Loan") and amended on August 8, 2023 (the "WCI Loan Amendment"). The
aggregate principal owed to WCI (the "WCI Loan") is now
USD$5.3M. As part of the WCI Loan
Amendment, WCI has agreed to extend the WCI Loan under current
terms to August 28, 2026.
Vistara Term Loan Repayment
On April 27, 2020, Martello
Technologies Corporation (the "Corporation") agreed to the Vistara
Credit Agreement in which Vistara provided the USD $8.0M Vistara Term Loan. The Vistara Term Loan
was used to fund the acquisition of GSX.
The Vistara Term Loan was repayable within 36 months of closing,
being May 28, 2023, and on
May 26, 2023 the Corporation secured
a 120-day extension to these repayment terms, with the outstanding
portion of the Vistara Term Loan due on September 28, 2023. The repayment on August 8, 2023 discharges all obligations to
Vistara under the terms of the Vistara Credit Agreement.
WCI Loan
On August 23, 2022, Martello and
its Chairman Terence Matthews,
through WCI agreed to the USD $1.5M
WCI Subordinate Loan, with the loan maturing on May 28, 2023. On May 26,
2023, WCI agreed to extend the WCI Subordinate Loan under
the same terms to May 24, 2024, and
provide an additional USD $792,030
under the same terms, for partial repayment of the Vistara Term
Loan. On August 8, 2023, pursuant to
the WCI Loan Amendment, WCI agreed to provide an additional
USD$3M in credit to discharge the
Vistara Term Loan in its entirety, and extend the WCI Loan maturity
date to August 28, 2026. Under the
terms of the WCI Loan, which are consistent with the previous
Vistara Term Loan, interest accrues at US Prime plus 8.75%.
Interest accrues during the term of the loan and is to be paid at
loan maturity. No equity or warrants were provided in connection
with the WCI Subordinate Loan or the WCI Loan Amendment. The
company used the WCI Loan to pay down the Vistara Term Loan.
"We are pleased to complete the repayment of the Vistara Term
Loan and thank Vistara for their support as we integrated the GSX
acquisition and launched Vantage DX to a rapidly growing Microsoft
Teams market", said John Proctor,
President and Chief Executive Officer of Martello. "Martello
Chairman Terence Matthews has
continued to demonstrate confidence in Martello. By providing
additional debt financing and extending the maturity date to 2026,
he has given us valuable runway to continue to develop the Vantage
DX business, which has already experienced double-digit monthly
recurring revenue growth rates quarter over quarter in FY23".
"I am pleased to provide additional debt financing with an
extended repayment period to support Martello as the Company works
to expand the Vantage DX business, and I thank Vistara for the
supportive partnership over the last three years," said
Terence Matthews, Chairman of
Martello and Wesley Clover International. "Enterprise CIOs are
increasingly focused on improving business productivity, customer
experience and employee satisfaction, and this has created an
opportunity for Vantage DX, which helps them address these
priorities with Microsoft Teams performance and user experience
monitoring."
The WCI Loan Amendment 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
$3M in additional debt financing in
connection with the WCI Loan Amendment.
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, statements and
expectations regarding: the anticipated closing dates for each
tranche of the Private Placement; the expected use of proceeds of
the Private Placement; and 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.