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OTTAWA,
ON, March 12, 2025 /CNW/ - Martello
Technologies Group Inc., ("Martello" or the "Company") (TSXV:MTLO),
a provider of experience management solutions for enterprise
collaboration, announced today the closing of a non-brokered
private placement of common shares in the capital of the Company
("Common Shares") for aggregate gross proceeds of CAD$2,000,000 (the "Private Placement").
Pursuant to the Private Placement, Martello has issued
40,000,000 Common Shares at a price of CAD$0.05 per Common Share, for aggregate gross
proceeds of CAD$2,000,000, subject to
approval of the TSX Venture Exchange (the "TSXV").
The sole subscriber in the Private Placement is Wesley Clover
International Corporation ("Wesley Clover"), a Canadian 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). Wesley Clover is an investment management and
holding company with headquarters in Ottawa, Canada, and active operations around
the globe. The Company intends to use the proceeds of the Private
Placement for general corporate and operational purposes. The
Common Shares issued in the Private Placement are subject to a
four-month hold, which expires on July 13,
2025.
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, has participated in
the Private Placement and has acquired the number of Common Shares
as is equal to CAD$2,000,000 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).
Following the acquisition of the Common Shares Wesley Clover,
together with Terence Matthews who
controls Wesley Clover, would hold
an aggregate of 320,682,238 Common Shares of Martello comprising
approximately 54.90% of the outstanding Common Shares
of Martello, assuming the exercise by Terence Matthews of options to purchase 426,667
Common Shares of Martello, which are exercisable within the next 60
days, as compared to 51.63% held prior the closing of the
acquisition. The Common Shares of Martello were acquired by
Wesley Clover for investment
purposes. Wesley Clover may from
time to time acquire additional Common Shares or other securities
of Martello, including through the aforementioned options to
purchase 426,667 Common Shares of Martello, or dispose of some or
all of the existing or additional Common Shares or other securities
of Martello, or continue to hold Common Shares or other securities
of Martello in the normal course of its investment activities.
Wesley Clover is relying on this press release for the
purposes of early warning requirements under applicable securities
laws.
About Martello Technologies Group
Martello (TSXV: MTLO) is a technology company that provides
experience management solutions for enterprise collaboration tools
such as Microsoft Teams and Mitel unified communications. The
Company's Vantage DX solution enables IT teams and managed service
providers (MSPs) to deliver a frictionless Microsoft Teams user
experience. With Vantage DX, they can move from reactive to
proactive support by detecting potential performance issues before
they impact users, and speeding resolution time from days to
minutes. This leads to increased productivity, realizes
efficiencies, and allows businesses to harness the full value of
Microsoft Teams. Martello is a public company headquartered
in Ottawa, Canada with employees
in Europe, the United States 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 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.
