Mr. John Proctor reports

MARTELLO EXTENDS DEBT AGREEMENTS

Martello Technologies Group Inc. has extended debt agreements with Vistara Technology Growth Fund III Limited Partnership and Wesley Clover International (WCI).

Vistara term loan extension

On April 27, 2020, Martello Technologies entered a term credit facility with Vistara. Under the terms of the Vistara credit agreement, Vistara provided an $8-million (U.S.) subordinated secured term loan. The Vistara term loan was used to finance the acquisition of GSX.

The Vistara term loan is repayable within 36 months of closing, being May 28, 2023. Having paid down $3.21-million (U.S.) to date, the outstanding amount of the Vistara term loan is $4.79-million (U.S.). The corporation has secured a 120-day extension to these repayment terms, with the outstanding portion of the Vistara term loan now due on Sept. 28, 2023. Under the terms of the extension, Martello will make a series of payments to Vistara, which will pay off the debt in its entirety by Sept. 28, 2023.

WCI subordinate loan

On Aug. 23, 2022, Martello and its chairman, Terry Matthews, through WCI, agreed to a $1.5-million (U.S.) subordinate loan. Under the terms of the WCI subordinate loan, interest accrues at U.S. prime plus 8.75 per cent, consistent with the Vistara term loan. Interest accrues during the term of the loan and is to be paid at loan maturity, which is May 28, 2023. No equity or warrants were provided in connection with the WCI subordinate loan. The company used the WCI subordinate loan to pay down the Vistara term loan and meet the Vistara term loan covenants through to maturity. WCI has agreed to extend the WCI subordinate loan under the same terms to May 24, 2024, and extend an additional $792,030 (U.S.) under the same terms for payment of the Vistara term loan.

"The Martello team is laser focused on growing monthly recurring revenue and delivering value to shareholders," said John Proctor, president and chief executive officer of Martello. "The debt facilities provided by Vistara and WCI have allowed us to invest in the development and market launch of Vantage DX, which is now the Microsoft-recommended solution for monitoring Microsoft Teams performance. We thank both lenders for their support and continued confidence in Martello and Vantage DX."

"As a strong supporter of Martello, I thank Vistara for the role they've continued to play as a partner in the company's growth," said Terence Matthews, chairman of Martello and Wesley Clover International. "I am encouraged by Vantage DX activity and the strong partnership the company continues to develop with Mitel. Businesses depend more than ever before on their communication and collaboration platforms, and Martello provides them with simple tools to control and improve their performance for users. I'm pleased to provide Martello with an extended repayment term as my belief in the company continues to strengthen."

The WCI subordinate loan increase constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 4.1 (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, has provided $792,030 (U.S.) in additional debt financing in connection with the WCI subordinate loan increase.

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 IT (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. Martello is a public company headquartered in Ottawa, Canada, with employees in Europe, North America and the Asia Pacific region.

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