Martello Technologies Group Inc. — Capital/Financing Update 2025

Mar 13, 2025

MARTELLO TECHNOLOGIES GROUP INC.
390 March Rd., Suite 110
Ottawa, Ontario
K2K 0G7
FORM 51-102F3
MATERIAL CHANGE REPORT

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 Change

The material change occurred on March 12, 2025.

Item 3. News Release

The Issuer disseminated a news release via CISION on March 12, 2025 and subsequently filed the news release on SEDAR at www.sedar.com.

Item 4. Summary of Material Changes

The Issuer announced the closing of a non-brokered private placement of common shares in the capital of the Company ("Common Shares") for aggregate gross proceeds of CAD$2,000,000 (the "Private Placement").

Item 5. Full Description of Material Changes

Pursuant to the Private Placement, Martello has issued 40,000,000 Common Shares at a price of CAD$0.05 per Common Share, for aggregate gross proceeds of CAD$2,000,000, subject to approval of the TSX Venture Exchange (the "TSXV").

The sole subscriber in the Private Placement is Wesley Clover International Corporation ("Wesley Clover"), a Canadian corporation controlled by Terence Matthews, Chairman of Martello, and a Control Person of the Company (as such term is defined in the policies of the TSXV). Wesley Clover is an investment management and holding company with headquarters in Ottawa, Canada, and active operations around the globe. The Company intends to use the proceeds of the Private Placement for general corporate and operational purposes. The Common Shares issued in the Private Placement are subject to a four-month hold, which expires on July 13, 2025.

The Private Placement constitutes a "related party transaction" within the meaning of TSXV Policy 4.1 and Section 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") because an Insider (and associated entity of an Insider) of the Company, being Wesley Clover, has participated in the Private Placement and

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has acquired the number of Common Shares as is equal to CAD$2,000,000 in connection with the Private Placement. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Private Placement as the fair market value (as determined under MI 61-101) of the Insider participation in the Private Placement is below 25% of the Company's market capitalization (as determined in accordance with MI 61-101).

Following the acquisition of the Common Shares Wesley Clover, together with Terence Matthews who controls Wesley Clover, would hold an aggregate of 320,682,238 Common Shares of Martello comprising approximately 54.90% of the outstanding Common Shares of Martello, assuming the exercise by Terence Matthews of options to purchase 426,667 Common Shares of Martello, which are exercisable within the next 60 days, as compared to 51.63% held prior the closing of the acquisition. The Common Shares of Martello were acquired by Wesley Clover for investment purposes. Wesley Clover may from time to time acquire additional Common Shares or other securities of Martello, including through the aforementioned options to purchase 426,667 Common Shares of Martello, or dispose of some or all of the existing or additional Common Shares or other securities of Martello, or continue to hold Common Shares or other securities of Martello in the normal course of its investment activities. Wesley Clover is relying on this press release for the purposes of early warning requirements under applicable securities laws.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officers

For further information, please contact Jim Clark, Chief Executive Officer of the Issuer, at 613-271-5989.

Item 9. Date of Report

Dated March 13, 2025.

Cautionary Note Regarding Forward-Looking Information

This material change report contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods and " includes, but is not limited to, statements with respect to activities, events or developments that the Issuer expects or anticipates will or may occur in the future.

Forward-looking information is neither a statement of historical fact nor assurance of future performance. Instead, forward-looking information is based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,

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projections, anticipated events and trends, the economy and other future conditions. Because forward-looking information relates to the future, such statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking information. Therefore, you should not rely on any of the forward-looking information. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking information include, among others, the following: continued volatility in the capital or credit markets and the uncertainty of additional financing; the Issuer's ability to maintain its current credit rating and the impact on funding costs and competitive position; changes in customer demand; disruptions to the Issuer's technology network, including computer systems and software as well as natural events, such as severe weather, fires, floods and earthquakes or man-made or other disruptions of operating systems, structures or equipment; delayed purchase timelines and disruptions to customer budgets and other risks disclosed in the Issuer's filings with Canadian Securities Regulators, including the Issuer's annual information form for the year ended March 31, 2021 dated January 7, 2022, which is available on the Issuer's profile on SEDAR at www.sedar.com.

Any forward-looking information provided by the Issuer in this material change report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking information, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise

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