Martello Files Preliminary Short Form Prospectus in Connection with $6 Million Bought Deal Public Offering of Units

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OTTAWA, May 11, 2020 /CNW/ - Martello Technologies Group Inc. ("Martello" or the "Company") (TSXV: MTLO), is pleased to announce that it has filed and received a receipt today for a preliminary short form prospectus (the "Prospectus") with respect to the bought deal offering previously announced on May 6, 2020. In connection with the bought deal offering, the Company also entered into an underwriting agreement (the "Underwriting Agreement") with PI Financial Corp. and Eight Capital as co-lead underwriters, and Paradigm Capital, on behalf of a syndicate of underwriters (collectively the "Underwriters"). Pursuant to the Underwriting Agreement, the Underwriters will purchase, on a bought deal basis, an aggregate of 28,575,000 units of Martello (the "Units") at a price of $0.21 per Unit for aggregate gross proceeds of $6,000,750 (the "Offering").

Further to the Company's announcement on May 6, 2020, $4,000,000 of net proceeds of the Offering will be used to pay a portion of the purchase price and transaction expenses in connection with the previously announced acquisition by the Company of all of the issued and outstanding securities of GSX Participations SA ("GSX") pursuant to a share purchase agreement dated April 28, 2020. It is expected that the remainder of the net proceeds from the Offering, approximately $1,305,700, will be used for general corporate purposes and working capital.

The Offering is expected to close on or about May 26, 2020, or such other date as agreed between the Company and the Underwriters, and is subject to certain conditions including, but not limited to, the closing in escrow of the Acquisition and the receipt of all necessary regulatory and other approvals including the approval of the TSXV. A copy of the Prospectus is available under the Company's SEDAR profile at www.sedar.com.

Along with the Underwriting Agreement, today Martello's consulting agreement with HBAM Holdings Inc.("HBAM") is available under the Company's SEDAR profile. Pursuant to the consulting agreement, HBAM, a company owned by Martello Co-Chairman Bruce Linton, agrees to provide the Company with strategic advisory services at a rate of $50,000 per annum until May 15, 2020 and thereafter the consulting agreement will continue on a monthly basis until otherwise terminated.

About Martello Technologies Group

Martello Technologies Group Inc. (TSXV: MTLO) is a technology company that provides digital experience monitoring (DEM) solutions. The company develops products and solutions that provide monitoring and analytics on the performance of real-time applications on networks, while giving IT teams and service providers control and visibility of their entire IT infrastructure. Martello's products include unified communications performance analytics software, and IT analytics software. Martello Technologies Group is a public company headquartered in Ottawa, Canada with offices in Montreal, Amsterdam, Paris, Dallas and New York. Learn more at http://www.martellotech.com

This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the "1933 Act") as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding closing of the bought deal offering and acquisition of GSX, and finalizing of definitive terms of the Subordinated Debt Instruments.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

• Continued volatility in the capital or credit markets.
• Our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so.
• Changes in customer demand.
• Disruptions to our technology network including computer systems and software, as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of our operating systems, structures or equipment.
• Delayed purchase timelines and disruptions to customer budgets, as well as Martello's ability to maintain business continuity as a result of COVID-19.

Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

SOURCE Martello Technologies Group

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