Martello Technologies Group Inc. — Capital/Financing Update 2020

Sep 2, 2020

MARTELLO TECHNOLOGIES GROUP INC.

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

MATERIAL CHANGE REPORT

September 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 August 31, 2020.

Item 3. News Releases

The Issuer disseminated a News Release via Cision on August 31, 2020 and filed the News Release on SEDAR on August 31, 2020.

Item 4. Summary of Material Changes

The issuer announced that it had granted an aggregate of 2,004,667 stock options to directors and officers of the Company.

Item 5. Full Description of Material Changes

The stock option grants are governed by the terms of the Company's incentive stock option plan approved by Martello shareholders at the Company's Annual and Special Meeting on September 20, 2019 (the "Stock Option Plan"). Martello grants stock options as part of its strategy to incent and retain a strong team that will drive growth.

Each Option is exercisable into one common share in the capital of the Company (each, a "Share") at a price of $0.205 per Share, for a period of five years from the date of grant. The Options will vest in equal annual instalments over 36 months.

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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.

Item 9. Date of Report

Dated this 2nd day of September, 2020.