Mr. Terence Matthews reports

MARTELLO ANNOUNCES PRICING OF PRIVATE PLACEMENT TOTALLING CAD$1.2M

Martello Technologies Group Inc. today priced its non-brokered private placement of common shares in the capital of the company for aggregate gross proceeds of approximately $1.2-million.

Pursuant to the private placement, Martello expects to issue 24 million common shares at a price of five cents per common share for aggregate gross proceeds of $1.2-million, subject to approval of the TSX Venture Exchange.

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 Corp., 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 TSX-V). 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 Feb. 14, 2023, as part of a larger non-brokered private placement of common shares for aggregate gross proceeds of $2.4-million, which is expected to be completed on or before June of 2023.

The private placement constitutes a related party transaction within the meaning of TSX-V Policy 4.1 and Section 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions 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 $1.2-million 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 per cent of the company's market capitalization (as determined in accordance with MI 61-101).

About Martello Technologies Group Inc.

Martello 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 information technology 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.

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