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OTTAWA,
ON, Nov. 16, 2022 /CNW/ - Martello
Technologies Group Inc., ("Martello" or the "Company") (TSXV:
MTLO), a provider of software that optimizes the Microsoft Modern
Workplace, a segment of the broader market for digital experience
monitoring (DEM), announced today 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").
The Private Placement is subject to approval of the TSXV and
disinterested shareholder approval. Approval for the creation of a
new Control Person pursuant to the Private Placement will be sought
at a special meeting of the shareholders of the Company (the
"Special Meeting") to be held on January 12,
2023.
Pursuant to the Private Placement, 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 Private Placement is expected to close on or about January 24, 2023.
The sole subscriber in the Private Placement is Wesley Clover, a corporation controlled by
Terence Matthews, co-chairman of the
Company, and the Company's largest shareholder. Under the policies
of the TSXV, a "Control Person" is defined as any person that holds
or is one of a combination of persons that holds a sufficient
number of any of the securities of a corporation so as to affect
materially the control of the corporation, or that holds more than
20% of the outstanding voting shares of a corporation except where
there is evidence showing that the holder of those securities does
not materially affect the control of the issuer. Pursuant to the
policies of the TSXV, if a transaction will result in the creation
of a new Control Person, the TSXV will require the Company to
obtain shareholder approval of the transaction on a disinterested
basis excluding any shares held by the proposed new Control Person
and its associates and affiliates.
Wesley Clover currently holds
63,255,571 Common Shares and 2,631,600 warrants to purchase Common
Shares ("Warrants"). Following the closing of the Private
Placement, it is expected that Wesley
Clover will hold 117,255,571 Common Shares and 2,631,600
Warrants, which will be equal to approximately 30.8% of the issued
and outstanding voting shares of the Company. As a result, upon the
completion of the Private Placement, Wesley
Clover would become a Control Person of the Company.
Shareholders of the Company will be asked at the Special Meeting to
consider and, if thought fit, to pass a resolution (the "Control
Person Resolution") approving the creation of Wesley Clover as a new Control Person.
Additional information regarding the Private Placement and
the Control Person Resolution will be provided in the
Circular.
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 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.