Ms. Tracy King reports

MARTELLO ANNOUNCES CAD$1.5M PRIVATE PLACEMENT

Martello Technologies Group Inc. has arranged a non-brokered private placement of common shares in the capital of the company for aggregate gross proceeds of approximately $1.5-million. The sole subscriber in the private placement is Wesley Clover International Corp., a corporation controlled by Terence Matthews, chairman of Martello. The subscription by Wesley Clover is irrevocable and committed.

Pursuant to the private placement, Martello will issue 30 million common shares at five cents per common share. The private placement is expected to be completed on or before March 27, 2024. 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 TSX Venture Exchange 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 $1.5-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).

Martello is also pleased to announce the appointment of Tracy King to the position of corporate secretary. Ms. King is Martello's vice-president of communications and regulatory and has held a senior leadership role in the company for more than 10 years. Martello wishes to thank outgoing corporate secretary Christa Plumley for her contributions to the company. All officer appointments are subject to the approval of the TSX Venture Exchange.

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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