Martello Technologies signs $2-million loan agreement

Ms. Tracy King reports MARTELLO ANNOUNCES CAD$2M LOAN FROM WESLEY CLOVER INTERNATIONAL Martello Technologies Group Inc. has signed a new loan agreement with Wesley Clover International for $2-million. Wesley Clover International is the investment firm controlled by Martello chairman Terence Matthews. Under the terms of the new loan agreement, Wesley Clover International will advance $2-million to Martello at a fixed interest rate of 8 per cent per annum. Interest accrues during the term of the loan and is to be paid at loan maturity, which is Aug. 28, 2028. The amounts owing pursuant to this loan will be secured pursuant to existing security registered by Wesley Clover International. There is no convertible feature or exchange of securities in connection with this new loan agreement. The proceeds of the new loan agreement will be used for general corporate purposes. Martello has an existing loan agreement in place with Wesley Clover International. The balance on this loan as of Sept. 30, 2025, was $10.97-million. The agreement described above constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(f) of MI 61-101 in respect of the agreement described above. The loan described above was approved by all of the members of the company's board of directors other than Mr. Matthews, who abstained due to his control of the lender. About Martello Technologies Group Inc. Martello is a technology company that provides experience management solutions for enterprise collaboration tools, such as Microsoft Teams and Mitel unified communications. Martello is a public company headquartered in Ottawa, Canada. We seek Safe Harbor.