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OTTAWA,
ON, March 7, 2025 /CNW/ - Martello
Technologies Group Inc., ("Martello" or the "Company") (TSXV:
MTLO), a provider of experience management solutions for enterprise
collaboration, announced today a non-brokered private placement of
common shares in the capital of the Company ("Common Shares") for
aggregate gross proceeds of approximately CAD$2,000,000 (the "Private Placement"). The sole
subscriber in the Private Placement is Wesley Clover International
Corporation ("Wesley Clover"), a corporation controlled by
Terence Matthews, Chairman of
Martello.
Pursuant to the Private Placement, Martello will issue
40,000,000 Common Shares at CAD$0.05
per Common Share. The Private Placement is expected to be completed
on or before March 20, 2025. 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.
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$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).
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, 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 activities, events or developments that the
Company expects or anticipates will or may occur in the future,
including the completion of the Private Placement on or before
March 20, 2025.
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.
