Martello Technologies signs $2-million loan agreement

Executive Summary

• Martello Technologies Group Inc. has entered into a new loan agreement with Wesley Clover International for CAD$2 million.
• The loan carries a fixed interest rate of 8% per annum, with interest payable at maturity on August 28, 2028.
• The transaction is classified as a related party transaction, as Wesley Clover International is controlled by Martello’s chairman, Terence Matthews.

Key Details

• Lender: Wesley Clover International (controlled by Martello chairman Terence Matthews).
• Principal Amount: CAD$2,000,000.
• Interest Rate: Fixed at 8% per annum.
• Interest Payment Terms: Interest accrues during the term and is payable at loan maturity.
• Maturity Date: August 28, 2028.
• Security: The amounts owing are secured pursuant to existing security already registered by Wesley Clover International.
• Use of Proceeds: General corporate purposes.
• Securities Exchange: There is no convertible feature or exchange of securities associated with this loan.
• Existing Debt Context: Martello has an existing loan with Wesley Clover International; the balance on this prior loan was CAD$10.97 million as of September 30, 2025.
• Regulatory Compliance: The agreement constitutes a related party transaction under Multilateral Instrument 61-101. The company relied on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(b) and 5.7(1)(f) of MI 61-101.
• Board Approval: Approved by all board members except Terence Matthews, who abstained due to his control of the lender.