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OTTAWA, ON, March 4, 2021 /CNW/ - Martello Technologies
Group Inc., ("Martello" or the "Company") (TSXV:
MTLO) today announced that in addition to the bought deal offering
previously announced on February 25,
2021 and March 3, 2021 (the
"Bought Deal Offering"), the Company intends to complete a
concurrent non-brokered private placement of up to 2,310,502 units
at an offering price of $0.19 per
unit (the "Private Placement Units") for aggregate
gross proceeds of up to approximately $439,000 (the "Concurrent Private
Placement").
Each Private Placement Unit shall consist of one common share of
the Company, and one-half of one common share purchase warrant
(each whole warrant a "Warrant"). Each Warrant will entitle
the holder thereof to purchase one common share of the Company (a
"Warrant Share") at a price of $0.30 per Warrant Share for a period of two years
following the closing of the Concurrent Private Placement.
The Concurrent Private Placement is being conducted
pursuant to the exercise by HO Industries SAS of its pre-emptive
right granted by the Company pursuant to the Company's agreement
dated April 28, 2020 to acquire 100%
of the shares of GSX Participations SA. The Concurrent Private
Placement and the sale and purchase of the Private Placement Units
will be completed on a non-brokered private placement basis,
pursuant to exemptions from the prospectus requirements under
applicable securities laws.
The Bought Deal Offering will be completed pursuant to the terms
of an underwriting agreement between the Company and Paradigm
Capital Inc., acting as sole bookrunner on behalf of a syndicate of
underwriters (collectively, the
"Underwriters"). The Underwriters are not acting
in connection with, and no fee or commission will be paid to the
Underwriters in respect of, the Private Placement Units issued
under the Concurrent Private Placement. Closing of the Concurrent
Private Placement is subject to a number of conditions, including
without limitation, receipt of all regulatory approvals.
The proceeds raised from the Bought Deal Offering and the
Concurrent Private Placement are expected to be used by the Company
for research and development activities, scaling sales and delivery
capacity, working capital and general corporate purposes.
The Concurrent Private Placement is expected to close on or
about March 18, 2021.
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 jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This press release
does not constitute an offer of securities for sale in the United States. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent registration under
United States federal and state
securities laws or an applicable exemption from such United States registration requirements.
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 Microsoft 365 end user experience
monitoring, unified communications performance analytics, and IT
service 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
Statements
Certain statements included in this news release constitute
forward-looking statements or forward-looking information under
applicable securities legislation. Such forward-looking statements
or information are provided for the purpose of providing
information about management's current expectations and plans
relating to the future. Readers are cautioned that reliance on such
information may not be appropriate for other purposes.
Forward-looking statements or information typically contain
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking statements or information in this news release
include, but are not limited to, the expected closing date of the
Offering, Martello's intended use of the net proceeds of the
Offering, trends in the markets in which Martello operates and the
potential exercise by the Underwriters of the Over-Allotment
Option. Forward-looking statements or information is based on
several factors and assumptions which have been used to develop
such statements and information, but which may prove to be
incorrect. Although Martello believes that the expectations
reflected in such forward-looking statements or information are
reasonable, undue reliance should not be placed on such
forward-looking statements, as Martello can give no assurance that
such expectations will prove to be correct. In addition to other
factors and assumptions which may be identified in this news
release, assumptions have been made regarding, among other things,
Martello's ability to obtain all necessary regulatory and stock
exchange approvals for the Offering, Martello's ability to identify
and acquire suitable acquisition targets, the accuracy of
Martello's expectations with respect to industry and market trends
and global economic conditions including the continuing effects of
COVID-19. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions that have been used.
Forward-looking statements or information is based on current
expectations, estimates and projections that involve several risks
and uncertainties which could cause actual results to differ
materially from those anticipated by Martello and described in the
forward-looking statements or information, including the risks and
uncertainties described under the heading "Risk Factors" in
Martello's Annual Information Form for the year ended March 31, 2020, filed with the Canadian
securities regulatory authorities under Martello's SEDAR profile
at www.sedar.com. These risks and uncertainties may
cause actual results to differ materially from the forward-looking
statements or information. Readers are cautioned that the foregoing
list is not exhaustive of all possible risks and uncertainties. The
forward-looking statements contained in this news release are made
as of the date of this news release and, except as required by
applicable law, Martello undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
SOURCE Martello Technologies Group