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OTTAWA, ON, March 18, 2021 /CNW/ - Martello Technologies
Group Inc. ("Martello" or the "Company") (TSXV: MTLO)
is pleased to announce that it has closed its previously announced
bought deal public offering, including the full exercise of the
underwriters' overallotment option (the "Offering"). The
Offering was comprised of the issuance by Martello of 30,263,400
units (the "Units") at a price of $0.19 per Unit (the "Offering Price"), for
aggregate gross proceeds of $5,750,046.
The Offering was led by Paradigm Capital Inc. and Eight Capital
as co-lead underwriters on behalf of a syndicate of underwriters
including PI Financial Corp. (collectively the
"Underwriters").
"I'm exceptionally pleased at the confidence Paradigm Capital
and its syndicate of underwriters have placed in
Martello and its management team", said John Proctor, President and CEO of Martello
Technologies. "Additionally, participation by insiders in this
capital raise, led by a $1 million investment from
Martello Co-Chairman Sir Terry
Matthews, reflects these insiders' belief
in the Company's strong market opportunity
and outlook".
The Units were issued pursuant to a short form prospectus dated
March 12, 2021, filed with the
securities regulatory authorities in each of the provinces of
Ontario, British Columbia and Alberta (the "Prospectus"). A copy of
the Prospectus is available under the Company's profile on SEDAR at
www.sedar.com.
Each Unit consists of one common share of the Company (each, a
"Unit Share") and one-half of one common share purchase
warrant (each full common share purchase warrant, a
"Warrant"). Each Warrant is exercisable into one common
share at an exercise price of $0.30
per common share for a period of 24 months from the closing of the
Offering (the "Warrant Shares" or together with the Unit
Shares, "Shares").
The Underwriters received a cash commission equal to 7.0% of the
gross proceeds realized from the Offering, other than in respect of
sales of $1,000,000 of the Offering
to certain directors and officers of the Company or their related
entities (the "President's List") for which the Company paid
a cash commission equal to 3.5%. The Company also granted the
Underwriters 1,381,591 compensation options, exercisable to
purchase Units (a "Compensation Option Unit") at a price of
$0.19 per Compensation Option Unit
for a period of 24 months following the closing of the
Offering.
Martello Co-Chairman Sir Terry
Matthews participated in the Offering through the
President's List and purchased Units through his wholly-owned
company Wesley Clover International Corporation. Certain directors,
officers and other members of Martello's management also
participated in the Offering. Transactions of reporting insiders
are publicly available on sedi.ca.
Concurrent Private Placement
The Company is also pleased to announce the closing of a
non-brokered concurrent private placement previously announced on
March 4, 2021 (the "Concurrent
Private Placement") for gross proceeds of approximately
$439,000.
The Company issued 2,310,502 units at an offering price of
$0.19 per unit (the "Private
Placement Units"). Each Private Placement Unit consists of one
Unit Share and one-half of one Warrant. Each Warrant entitles the
holder thereof to purchase one common share of the Company at a
price of $0.30 per Warrant Share for a period of 24
months following the closing of the Concurrent Private
Placement.
The Concurrent Private Placement was 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 was completed on a
non-brokered private placement basis, pursuant to exemptions from
the prospectus requirements under applicable securities laws.
The Company intends to use the net proceeds of the Offering and
the Concurrent Private Placement for research and development
activities, scaling sales, marketing and delivery capacity, working
capital and general corporate purposes.
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, Martello's intended use of the net
proceeds of the Offering and trends in the markets in which
Martello operates. 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