Martello Announces Closing of Bought Deal and Concurrent Private Placement

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<br /> Martello Announces Closing of Bought Deal and Concurrent Private Placement<br />
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Canada NewsWire

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO

THE UNITED STATES

./


OTTAWA, ON

,

March 18, 2021

/CNW/ – Martello Technologies Group Inc. (”

Martello

” or the ”

Company

“) (TSXV: MTLO) is pleased to announce that it has closed its previously announced bought deal public offering, including the full exercise of the underwriters’ overallotment option (the ”

Offering

“). The Offering was comprised of the issuance by Martello of 30,263,400 units (the ”

Units

“) at a price of

$0.19

per Unit (the ”

Offering Price

“), for aggregate gross proceeds of

$5,750,046

.

The Offering was led by Paradigm Capital Inc. and Eight Capital as co-lead underwriters on behalf of a syndicate of underwriters including PI Financial Corp. (collectively the ”

Underwriters

“).

“I’m exceptionally pleased at the confidence Paradigm Capital and its syndicate of underwriters have placed in Martello and its management team”, said

John Proctor

, President and CEO of Martello Technologies. “Additionally, participation by insiders in this capital raise, led by a $1 million investment from Martello Co-Chairman Sir

Terry Matthews

, reflects these insiders’ belief in the Company’s strong market opportunity and outlook”.

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The Units were issued pursuant to a short form prospectus dated

March 12, 2021

, filed with the securities regulatory authorities in each of the provinces of

Ontario

,

British Columbia

and

Alberta

(the ”

Prospectus

“). A copy of the Prospectus is available under the Company’s profile on SEDAR at

www.sedar.com

.

Each Unit consists of one common share of the Company (each, a ”

Unit Share

“) and one-half of one common share purchase warrant (each full common share purchase warrant, a ”

Warrant

“). Each Warrant is exercisable into one common share at an exercise price of

$0.30

per common share for a period of 24 months from the closing of the Offering (the ”

Warrant Shares

” or together with the Unit Shares, ”

Shares

“).

The Underwriters received a cash commission equal to 7.0% of the gross proceeds realized from the Offering, other than in respect of sales of

$1,000,000

of the Offering to certain directors and officers of the Company or their related entities (the ”

President’s List

“) for which the Company paid a cash commission equal to 3.5%. The Company also granted the Underwriters 1,381,591 compensation options, exercisable to purchase Units (a ”

Compensation Option Unit

“) at a price of

$0.19

per Compensation Option Unit for a period of 24 months following the closing of the Offering.

Martello Co-Chairman Sir

Terry Matthews

participated in the Offering through the President’s List and purchased Units through his wholly-owned company Wesley Clover International Corporation. Certain directors, officers and other members of Martello’s management also participated in the Offering. Transactions of reporting insiders are publicly available on

sedi.ca

.


Concurrent Private Placement

The Company is also pleased to announce the closing of a non-brokered concurrent private placement previously announced on

March 4, 2021

(the ”

Concurrent Private Placement

“) for gross proceeds of approximately

$439,000

.

The Company issued 2,310,502 units at an offering price of

$0.19

per unit (the

“Private Placement Units”

). Each Private Placement Unit consists of one Unit Share and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.30 per Warrant Share for a period of 24 months following the closing of the Concurrent Private Placement.

The Concurrent Private Placement was 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 was completed on a non-brokered private placement basis, pursuant to exemptions from the prospectus requirements under applicable securities laws.

The Company intends to use the net proceeds of the Offering and the Concurrent Private Placement for research and development activities, scaling sales, marketing and delivery capacity, working capital and general corporate purposes.

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

Home




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, Martello’s intended use of the net proceeds of the Offering and trends in the markets in which Martello operates. 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

Cision
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