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Martello Technologies Group Inc. Capital/Financing Update 2020

Jun 2, 2020

44193_rns_2020-06-02_8ea97c02-302a-48f5-96d3-7b6efa0d4edf.pdf

Capital/Financing Update

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MARTELLO TECHNOLOGIES GROUP INC.

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

MATERIAL CHANGE REPORT

June 2, 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 June 1, 2020.

Item 3. News Releases

The Issuer disseminated a News Release via Cision on June 1, 2020 and filed the News Release on SEDAR on June 1, 2020.

Item 4. Summary of Material Changes

The Issuer announced that it has closed a previously announced secured revolving credit facility (the "Revolving Facility") from National Bank of Canada ("National Bank") for up to CDN$7.5MM, pursuant to a credit agreement dated April 27, 2020.

Item 5. Full Description of Material Changes

The revolving facility is currently undrawn, and is available to Martello to draw upon from time to time to finance its day to day operations. It is comprised of a demand revolving line of credit and other ancillary facilities. Details of this revolving facility are available in the press release dated April 28, 2020.

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.

Item 8. Executive Officers

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

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Item 9. Date of Report

Dated this 2nd day of June, 2020.