Mart Resources, Inc.
TSX VENTURE : MMT

Mart Resources, Inc.

September 01, 2009 08:00 ET

Mart Resources, Inc. Calls Meeting of Securityholders to Approve Arrangement

CALGARY, ALBERTA--(Marketwire - Sept. 1, 2009) - Mart Resources, Inc. (TSX VENTURE:MMT) ("Mart") announces that it has received an interim order from the Alberta Court of Queen's Bench authorizing the holding of a meeting (the "Meeting") of holders of Mart shares, warrants and options to approve the previously announced arrangement agreement (the "Arrangement Agreement") for the sale of all of the issued and outstanding securities of Mart to Westfield Exploration and Production Limited (the "Purchaser"), a private African Company and a wholly owned indirect subsidiary of Westoil Limited. The meeting of Mart securityholders is scheduled for September 25, 2009. Full details of the Meeting are set out in a management information circular being mailed this week to Mart securityholders.

Under the terms of the Arrangement Agreement, the Purchaser has agreed, subject to the satisfaction of certain conditions, to acquire all of the issued and outstanding securities of Mart by way of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the "Arrangement"). Under the terms of the Arrangement, holders of outstanding common shares of Mart ("Mart Shares") are to receive C$0.14 per Mart Share; holders of outstanding purchase warrants to acquire Mart Shares ("Purchase Warrants") are to receive C$0.005 per Purchase Warrant and holders of outstanding broker warrants to acquire Mart Shares ("Broker Warrants") are to receive C$0.001 per Broker Warrant; and all options to acquire Mart Shares are to be cancelled without payment of any consideration.

The Arrangement is subject to the approval of 66 2/3% of the votes cast by Mart shareholders and 66 2/3% of the votes cast by Mart securityholders (being shareholders, option holders and holders of Purchase Warrants and Broker Warrants), voting together as a single class. Closing of the Arrangement is subject to certain other conditions, including Alberta court and regulatory approvals. Subject to receipt of all requisite approvals, including securityholder approval, the Arrangement is expected to close shortly after the Meeting.

About Mart Resources:

Mart Resources Inc. is an independent, international petroleum company focused on drilling, developing and producing oil and gas from low-risk proven petroleum properties in Africa. The Company owns two drilling rigs, has strong local relationships and has formed joint venture partnerships with indigenous operators in Nigeria. Mart has acquired interests in and begun development of three onshore Nigerian oil fields.

Additional information regarding Mart Resources, Inc. is available on the company's website at www.martresources.com.

Certain statements in this News Release may constitute forward-looking statements under applicable securities legislation including statements regarding the timing of the Arrangement and securityholder meeting. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mart to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels and timing of activity and achievements to differ materially from those expressed or implied by such information.

Neither the TSX Venture Exchange nor Its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.

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