Mr. John Proctor reports

MARTELLO ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT TOTALLING CAD$0.6M

Martello Technologies Group Inc. has closed the second tranche totalling $600,000 of a 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 has issued 24 million common shares at a price of five cents per common share, in two tranches, for aggregate gross proceeds of $1.2-million, subject to approval of the TSX Venture Exchange.

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 purposes and loan repayment. The common shares issued in the second tranche are subject to a four-month hold, which expires on Oct. 23, 2023.

Martello first announced the private placement on May 15, 2023, as part of a larger non-brokered private placement of common shares for aggregate gross proceeds of $2.4-million, which is now complete.

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 Mr. Clover, has participated in the private placement and has acquired 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 (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.

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