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OTTAWA, ON, Dec. 5, 2022 /CNW/ - Martello Technologies Group Inc., ("Martello" or the "Company") (TSXV: MTLO), a provider of software that optimizes the Microsoft Modern Workplace, announced today that its board of directors (the "Board") approved the repricing ("Repricing") and expiry date extension ("Extension") of up to 3,077,000 outstanding stock options ("Options"). The Repricing and Extension excludes directors and applies to Options previously granted to certain employees and officers of the Company pursuant to the Company's stock option plan. It will set the exercise price of the Options at a premium to the current market price.

The Repricing and Extension is subject to approval of the TSX Venture Exchange (the "TSXV") and disinterested shareholder approval. Approval for the Repricing and the Extension of Options to Insiders (as such term is defined in the policies of the TSXV) and the creation of a new Control Person pursuant to the Private Placement announced on November 16, 2022 will be sought at a special meeting of the shareholders of the Company (the "Special Meeting") to be held on January 12, 2023. While certain Options held by the broader Martello employee base will be repriced as part of this exercise, only the Options held by Insiders require disinterested shareholder approval.

To retain valued team members in the context of a significant drop in the trading price of the Company's Common Shares on the TSXV, certain of the outstanding Options no longer offer an adequate incentive to employees and officers of the Company, as currently priced. Recognizing that Option grants are a critical element of the Company's compensation policy, the Board is of the view that it is in the best interest of the Company to reprice the outstanding Options granted to certain employees and officers of the Company, to ensure the exercise price of the Options is more in line with the current market price of the Common Shares. Options held by directors of the Company will not be repriced.

On November 14, 2022 the Board resolved that, subject to approval of the TSXV and approval of the Company's shareholders by way of disinterested shareholder approval at the Special Meeting, that up to 3,077,000 existing outstanding Options held by certain Insiders of the Company, excluding Directors be repriced from between $0.06 and $0.335 per Common Share to $0.05 per Common Share, and the expiry date of the Options be extended to November 15, 2027 regardless of the original grant date of the Options. The vesting of all repriced Options will be reset such that the Options shall vest annually over three years, commencing on November 15, 2022. Additional information regarding the Repricing will be available in the management information circular prepared in connection with the Special Meeting.

Martello (TSXV: 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 IT 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. 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.

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information 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 and " includes, but is not limited to, information and statements regarding: the completion of the Repricing and Extension on the terms set out above; the Company's ability to obtain disinterested shareholder approval and TSXV approval of the Repricing and Extension; the details of the Special Meeting; and expectations with respect to other activities, events or developments that the Company expects or anticipates will or may occur in the future.

Forward-looking information is neither a statement of historical fact nor assurance of future performance. Instead, forward-looking information is 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 information relates to the future, such statements 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 information. Therefore, you should not rely on any of the forward-looking information. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking information include, among others, the following:

• Continued volatility in the capital or credit markets and the uncertainty of additional financing.
• 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.
• and other risks disclosed in the Company's filings with Canadian Securities Regulators, including the Company's annual information form for the year ended March 31, 2021 dated January 7, 2022, which is available on the Company's profile on SEDAR at www.sedar.com.

Any forward-looking information provided by the Company in this news release is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update any forward-looking information, 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 Inc.

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