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OTTAWA,
ON, Dec. 5, 2022 /CNW/ - Martello Technologies
Group Inc., ("Martello" or the "Company") (TSXV: MTLO), a provider
of software that optimizes the Microsoft Modern Workplace,
announced today that its board of directors (the "Board") approved
the repricing ("Repricing") and expiry date extension ("Extension")
of up to 3,077,000 outstanding stock options ("Options"). The
Repricing and Extension excludes directors and applies to Options
previously granted to certain employees and officers of the Company
pursuant to the Company's stock option plan. It will set the
exercise price of the Options at a premium to the current market
price.
The Repricing and Extension is subject to approval of the TSX
Venture Exchange (the "TSXV") and disinterested shareholder
approval. Approval for the Repricing and the Extension of Options
to Insiders (as such term is defined in the policies of the TSXV)
and the creation of a new Control Person pursuant to the Private
Placement announced on November 16,
2022 will be sought at a special meeting of the shareholders
of the Company (the "Special Meeting") to be held on January 12, 2023. While certain Options held by
the broader Martello employee base will be repriced as part of this
exercise, only the Options held by Insiders require disinterested
shareholder approval.
To retain valued team members in the context of a significant
drop in the trading price of the Company's Common Shares on the
TSXV, certain of the outstanding Options no longer offer an
adequate incentive to employees and officers of the Company, as
currently priced. Recognizing that Option grants are a critical
element of the Company's compensation policy, the Board is of the
view that it is in the best interest of the Company to reprice the
outstanding Options granted to certain employees and officers of
the Company, to ensure the exercise price of the Options is more in
line with the current market price of the Common Shares. Options
held by directors of the Company will not be repriced.
On November 14, 2022 the Board
resolved that, subject to approval of the TSXV and approval of the
Company's shareholders by way of disinterested shareholder approval
at the Special Meeting, that up to 3,077,000 existing outstanding
Options held by certain Insiders of the Company, excluding
Directors be repriced from between $0.06 and $0.335
per Common Share to $0.05 per Common
Share, and the expiry date of the Options be extended to
November 15, 2027 regardless of the
original grant date of the Options. The vesting of all repriced
Options will be reset such that the Options shall vest annually
over three years, commencing on November 15,
2022. Additional information regarding the Repricing will be
available in the management information circular prepared in
connection with the Special Meeting.
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 Repricing and Extension on the
terms set out above; the Company's ability to obtain disinterested
shareholder approval and TSXV approval of the Repricing and
Extension; 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.