Martello Technologies, Inc. (“Martello”) entered into letter of intent to acquire Newcastle Energy Corp. (TSXV:NGY.H) (“Newcastle”) in a reverse merger transaction on April 10, 2018. As of June 28, 2018, Martello Technologies, Inc. entered into an amalgamation agreement to acquire Newcastle Energy Corp. (TSXV:NGY.H) in a reverse merger transaction. Under the terms of transaction, former Martello shareholders will receive 3.2 common shares in the capital of the resulting issuer in exchange for each Martello share held by them. All outstanding options and other convertible securities of Martello will be exchanged at the exchange ratio for options and convertible securities of the resulting issuer having the same economic terms or will be adjusted pursuant to the terms governing such options or convertible securities, as applicable. Upon completion of the transaction Newcastle shareholders will own 3.54% and Martello shareholders will own 94.46% of the resulting issuer. In connection with the transaction, Martello will also undertake a private placement of its common shares at a price of CAD 0.48 per common share for aggregate gross proceeds of a minimum of CAD 4 million to a maximum of CAD 6 million. On June 4, 2018, Martello closed the private placement. The financing raised gross proceeds of CAD 7.5 million. The resulting issuer will carry on the business of Martello as currently constituted. Post transaction, Newcastle will be renamed as Martello Technologies Group Inc. Upon completion of the transaction the Directors, Senior Officers and insiders of Newcastle are expected to be as follows: John Proctor, President and Chief Executive Officer of Martello, Niall Gallagher, Director, Vice-President Product Management of Martello, Doug Bellinger, Chief Technology Officer of Martello, Paul Chatigny, Terence H. Matthews, Bruce Linton, Colley Clarke, Mike Michalyshyn and Don Smith as Directors. Erin Crowe has been named the Chief Financial Officer of Martello. Christa Plumley has been name as Corporate Secretary. The transaction is subject to requisite regulatory approval, including the approval of TSX Venture Exchange, completion of the private placement, customary closing conditions and execution of a final binding definitive agreement between Newcastle and Martello. As of April 10, 2018, the transaction is not subject to the approval of the shareholders of Newcastle. Newcastle Board of Directors has approved the transaction. On May 25, 2018, Martello's shareholders approved the transaction. As of July 5, 2018, TSX Venture Exchange approved the transaction. As of June 22, 2018, Newcastle shareholders approved the transaction. Martello expects to pay Regents Park Securities Ltd. a consulting fee between CAD 0.5 million and CAD 0.7 million upon the completion of the transaction. Martello Technologies, Inc. completed the acquisition of Newcastle Energy Corp. (TSXV:NGY.H) in a reverse merger transaction on August 15, 2018.