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Martello Technologies Group Inc. Board/Management Information 2020

Nov 27, 2020

44193_rns_2020-11-27_fed108cf-8425-498d-bb3d-04018e152fff.pdf

Board/Management Information

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MARTELLO TECHNOLOGIES GROUP INC.

390 March Rd., Suite 110 Ottawa, Ontario K2K 0G7

MATERIAL CHANGE REPORT

November 27, 2020

Item 1. Name and Address of Company

The name of the reporting issuer is Martello Technologies Group Inc. (the “ Issuer " or “ Martello ”). Its head office is located at 390 March Rd., Suite 110 Ottawa, Ontario K2K 0G7.

Item 2. Date of Material Changes

The material change occurred on November 17, 2020.

Item 3. News Releases

The Issuer disseminated a News Release via Cision on November 18, 2020 and filed the News Release on SEDAR on November 18, 2020.

Item 4. Summary of Material Changes

The issuer announced that Antoine Leboyer, the former CEO of GSX has been appointed to the Company’s Board of Directors, subject to TSXV approval. There will now be 9 directors on Martello’s board, with co-founder Niall Gallagher having retired in September 2020.

Item 5.

Full Description of Material Changes

Prior to its acquisition by Martello, Mr. Leboyer was the CEO of GSX for 13 years. In this role, he successfully led the company’s strategic shift from a focus on the IBM market to address the burgeoning market for Microsoft 365 end user monitoring solutions. After growing GSX to over $6M in revenues, Martello acquired the business in May 2020 to enter the Microsoft 365 market and create a DEM market leader. Mr. Leboyer holds a Master’s degree in electrical engineering from France’s Centrale-Supélec and an MBA from Harvard Business School. Mr. Leboyer has co-authored a book entitled Building Routes to Customers: Proven Strategies for Profitable Growth, is a TEDx speaker, and a board member of the Geneva Liberal Synagogue.

Items 6 and 7. Reliance on Subsection 7.1(2) of National Instrument 51-102 and Omitted Information

The Issuer is not relying on sub-section 7.1(2) of National Instrument 51-102 or the equivalent provisions of the securities legislation in other jurisdictions governing the Issuer for the filing of this report nor is any information being omitted in reliance thereon.

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Item 8. Executive Officers

For further information, please contact John Proctor, President and Chief Executive Officer of the Issuer, at 613-271-5989.

Item 9. Date of Report

Dated this 27th day of November, 2020.