Key lenders demonstrate support for Vantage DX
growth strategy with repayment flexibility.
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OTTAWA,
ON, May 26, 2023 /CNW/ - Martello
Technologies Group Inc., ("Martello" or the "Company") (TSXV:
MTLO), a provider of software that optimizes the Microsoft Modern
Workplace, announced today the extension of debt agreements with
Vistara Technology Growth Fund III Limited Partnership
("Vistara") and Wesley Clover International ("WCI").
Vistara Term Loan
Extension
On April 27, 2020, Martello
Technologies Corporation (the "Corporation") entered a term credit
facility with Vistara (the "Vistara Credit Agreement"). Under the
terms of the Vistara Credit Agreement, Vistara provided a USD
$8.0M subordinated secured term loan
(the "Vistara Term Loan"). The Vistara Term Loan was used to fund
the acquisition of GSX.
The Vistara Term Loan is repayable within 36 months of closing,
being May 28, 2023. Having paid down
USD $3.21M to date, the outstanding
amount of the Vistara Term Loan is USD $4.79M. The Corporation has secured a 120-day
extension to these repayment terms, with the outstanding portion of
the Vistara Term Loan now due on September
28, 2023. Under the terms of the extension Martello will
make a series of payments to Vistara which will pay off the debt in
its entirety by September 28,
2023.
WCI Subordinate Loan
On August 23, 2022, Martello and
its Chairman Terry Matthews, through
WCI agreed to a USD $1.5M subordinate
loan (the "WCI Subordinate Loan"). Under the terms of the WCI
Subordinate Loan, interest accrues at US Prime plus 8.75%,
consistent with the Vistara Term Loan. Interest accrues during the
term of the loan and is to be paid at loan maturity, which is
May 28, 2023. No equity or warrants
were provided in connection with the WCI Subordinate Loan. The
company used the WCI Subordinate Loan to pay down the Vistara Term
Loan and meet the Vistara Term Loan covenants through to maturity.
WCI has agreed to extend the WCI Subordinate Loan under the same
terms to May 24, 2024, and extend an
additional USD $792,030 under the
same terms, for payment of the Vistara Term Loan (the "WCI
Subordinate Loan Increase").
"The Martello team is laser-focused on growing monthly recurring
revenue and delivering value to shareholders", said John Proctor, President and Chief Executive
Officer of Martello. "The debt facilities provided by Vistara and
WCI have allowed us to invest in the development and market launch
of Vantage DX, which is now the Microsoft-recommended solution for
monitoring Microsoft Teams performance. We thank both lenders for
their support and continued confidence in Martello and Vantage
DX".
"As a strong supporter of Martello, I thank Vistara for the role
they've continued to play as a partner in the Company's growth",
said Terence Matthews, Chairman of
Martello and Wesley Clover International. "I am encouraged by
Vantage DX activity, and the strong partnership the Company
continues to develop with Mitel. Businesses depend more than ever
before on their communication and collaboration platforms, and
Martello provides them with simple tools to control and improve
their performance for users. I'm pleased to provide Martello with
an extended repayment term as my belief in the Company continues to
strengthen".
The WCI Subordinate Loan Increase constitutes a "related party
transaction" within the meaning of TSXV Policy 4.1 and Section 5.9
and Multilateral Instrument 61–101 Protection of Minority Security
Holders in Special Transactions ("MI 61–101") because an Insider
(and associated entity of an Insider) of the Company, being
Wesley Clover, has provided USD
$792,030 in additional debt financing
in connection with the WCI Subordinate Loan Increase.
About Martello Technologies
Group
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.
Cautionary Note Regarding
Forward-Looking Information
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, statements and
expectations regarding 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.