Martello Announces Private Placement Concurrent with Bought Deal
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OTTAWA, ON, March 4, 2021 /CNW/ - Martello Technologies Group Inc., ("Martello" or the "Company") (TSXV: MTLO) today announced that in addition to the bought deal offering previously announced on February 25, 2021 and March 3, 2021 (the "Bought Deal Offering"), the Company intends to complete a concurrent non-brokered private placement of up to 2,310,502 units at an offering price of $0.19 per unit (the "Private Placement Units") for aggregate gross proceeds of up to approximately $439,000 (the "Concurrent Private Placement").
Each Private Placement Unit shall consist of one common share of the Company, and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $0.30 per Warrant Share for a period of two years following the closing of the Concurrent Private Placement.
The Concurrent Private Placement is being conducted pursuant to the exercise by HO Industries SAS of its pre-emptive right granted by the Company pursuant to the Company's agreement dated April 28, 2020 to acquire 100% of the shares of GSX Participations SA. The Concurrent Private Placement and the sale and purchase of the Private Placement Units will be completed on a non-brokered private placement basis, pursuant to exemptions from the prospectus requirements under applicable securities laws.
The Bought Deal Offering will be completed pursuant to the terms of an underwriting agreement between the Company and Paradigm Capital Inc., acting as sole bookrunner on behalf of a syndicate of underwriters (collectively, the "Underwriters"). The Underwriters are not acting in connection with, and no fee or commission will be paid to the Underwriters in respect of, the Private Placement Units issued under the Concurrent Private Placement. Closing of the Concurrent Private Placement is subject to a number of conditions, including without limitation, receipt of all regulatory approvals.
The proceeds raised from the Bought Deal Offering and the Concurrent Private Placement are expected to be used by the Company for research and development activities, scaling sales and delivery capacity, working capital and general corporate purposes.
The Concurrent Private Placement is expected to close on or about March 18, 2021.
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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under United States federal and state securities laws or an applicable exemption from such United States registration requirements.
About Martello Technologies Group
Martello Technologies Group Inc. (TSXV: MTLO) is a technology company that provides digital experience monitoring (DEM) solutions. The company's products provide monitoring and analytics on the performance and user experience of critical cloud business applications, while giving IT teams and service providers control and visibility of their entire IT infrastructure. Martello's software products include Microsoft 365 end user experience monitoring, unified communications performance analytics, and IT service analytics. Martello is a public company headquartered in Ottawa, Canada with employees in Europe, North America and the Asia Pacific region. Learn more at http://www.martellotech.com
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
Certain statements included in this news release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements or information in this news release include, but are not limited to, the expected closing date of the Offering, Martello's intended use of the net proceeds of the Offering, trends in the markets in which Martello operates and the potential exercise by the Underwriters of the Over-Allotment Option. Forward-looking statements or information is based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although Martello believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on such forward-looking statements, as Martello can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things, Martello's ability to obtain all necessary regulatory and stock exchange approvals for the Offering, Martello's ability to identify and acquire suitable acquisition targets, the accuracy of Martello's expectations with respect to industry and market trends and global economic conditions including the continuing effects of COVID-19. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used. Forward-looking statements or information is based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by Martello and described in the forward-looking statements or information, including the risks and uncertainties described under the heading "Risk Factors" in Martello's Annual Information Form for the year ended March 31, 2020, filed with the Canadian securities regulatory authorities under Martello's SEDAR profile at www.sedar.com. These risks and uncertainties may cause actual results to differ materially from the forward-looking statements or information. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, Martello undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE Martello Technologies Group
Tracy King, Vice President of Marketing, [email protected], 613.410.7636; John Proctor, President & CEO, [email protected], 613.271.5989
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