Ms. Tracy King reports

MARTELLO ANNOUNCES CLOSING OF PRIVATE PLACEMENT TOTALLING CAD$1.5M

Martello Technologies Group Inc. has closed a non-brokered private placement of common shares in the capital of the company for aggregate gross proceeds of $1.5-million.

Pursuant to the private placement, Martello has issued 30 million common shares at a price of five cents per common share for aggregate gross proceeds of $1.5-million subject to approval of the TSX Venture Exchange.

The sole subscriber in the private placement is Wesley Clover International Corp., a Canadian 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). Wesley Clover is an investment management and holding company with headquarters in Ottawa, Canada, and active operations around the globe. The company intends to use the proceeds of the private placement for general corporate and operational purposes. The common shares issued in the private placement are subject to a four-month hold, which expires on July 28, 2024.

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, has participated in the private placement and has acquired 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).

Following the acquisition of the common shares, Wesley Clover, together with Mr. Matthews, who controls Wesley Clover, would hold an aggregate of 281,213,508 common shares of Martello, comprising approximately 51.63 per cent of the outstanding common shares of Martello, assuming the exercise by Mr. Matthews of options to purchase 957,937 common shares of Martello, which are exercisable within the next 60 days, as compared with 48.90 per cent held prior to the closing of the acquisition. The common shares of Martello were acquired by Wesley Clover for investment purposes. Wesley Clover may, from time to time, acquire additional common shares or other securities of Martello, including through the aforementioned options to purchase 957,937 common shares of Martello, dispose of some or all of the existing or additional common shares or other securities of Martello, or continue to hold common shares or other securities of Martello in the normal course of its investment activities. Wesley Clover is relying on this press release for the purposes of early warning requirements under applicable securities laws.

About Martello Technologies Group Inc.

Martello (TSX-V: MTLO) 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. Martello is a public company headquartered in Ottawa, Canada, with employees in Europe, North America and the Asia Pacific region.

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