Martello Technologies Group Inc. announced the repayment of outstanding sums of approximately $3 million due to Vistara Technology Growth Fund III Limited Partnership ("Vistara" or the "Lender") pursuant to a credit agreement entered into on April 27, 2020 for a term credit facility to fund the purchase of GSX (the "Vistara Credit Agreement" and the "Vistara Term Loan"). Wesley Clover International Corporation ("WCI"), the investment firm controlled by Martello Chairman Terence Matthews has provided an additional $3M in credit to facilitate the repayment of the Vistara Term Loan. The amended and restated WCl loan agreement is pursuant to an agreement for a subordinate loan provided by WCI on August 23, 2022 (the "WCI Subordinate Loan") and amended on August 8, 2023 (the "WCI Loan Amendment").

The aggregate principal owed to WCI (the "WCI Loan") is now $5.3M. As part of the WCI Loan Amendment, WCI has agreed to extend the WCI Loan under current terms to August 28, 2026. On April 27, 2020, Martello Technologies Corporation (the "Corporation") agreed to the Vistara Credit Agreement in which Vistara provided the $8.0 Million Vistara Term Loan.

The Vistara Term Loan was used to fund the acquisition of GSX. The Vistara Term Loan was repayable within 36 months of closing, being May 28, 2023, and on May 26, 2023 the Corporation secured a 120-day extension to these repayment terms, with the outstanding portion of the Vistara Term Loan due on September 28, 2023. The repayment on August 8, 2023 discharges all obligations to Vistara under the terms of the Vistara Credit Agreement.

WCI Loan On August 23, 2022, Martello and its Chairman Terence Matthews, through WCI agreed to the USD 1.5M WCI Subordinate Loan, with the loan maturing on May 28, 2023. On May 26, 2023, WCI agreed to extend the WCI Subordinate Loan under the same terms to May 24, 2024, and provide an additional USD 792,030 under the same terms, for partial repayment of the Vistara Term Loan. On August 8, 2023, pursuant to the WCI Loan Amendment, WCI agreed to provide an additional $3M in credit to discharge the Vistara Term Loan in its entirety, and extend the WCI Loan maturity date to August 28, 2026.

Under the terms of the WCI Loan, which are consistent with the previous Vistara Term Loan, interest accrues at US Prime plus 8.75%. Interest accrues during the term of the loan and is to be paid at loan maturity. No equity or warrants were provided in connection with the WCI Subordinate Loan or the WCI Loan Amendment.

The company used the WCI Loan to pay down the Vistara Term Loan.