/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED
STATES./
OTTAWA,
ON, May 15, 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 pricing of its non-brokered private placement
of common shares in the capital of the Company ("Common Shares")
for aggregate gross proceeds of approximately CAD$1,200,000 (the "Private Placement").
Pursuant to the Private Placement, Martello expects to issue
24,000,000 Common Shares at a price of CAD$0.05 per Common Share for aggregate gross
proceeds of CAD$1,200,000, subject to
approval of the TSX Venture Exchange (the "TSXV").
The Private Placement is expected to close in two tranches, the
first of which is expected to close in May
2023 and the second of which is expected to close in
June 2023. 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. HO Industries SAS, previously the majority shareholder of
GSX, has a pre-emptive right to maintain its pro rata ownership in
the Company in connection with the Private Placement.
Martello first announced the Private Placement on February 14, 2023 as part of a larger
non-brokered private placement of Common Shares for aggregate gross
proceeds of CAD$2,400,000, which is
expected to be completed on or before June of 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, will participate in
the Private Placement and is expected to acquire the number of
Common Shares as is equal to CAD$1,200,000 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. 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.