Mart Resources, Inc.

Mart Resources, Inc.

August 20, 2009 08:00 ET

Mart Resources, Inc. Enters Into Arrangement Agreement for Sale of Issued and Outstanding Securities of the Company

CALGARY, ALBERTA--(Marketwire - Aug. 20, 2009) - Mart Resources, Inc. (TSX VENTURE:MMT) ("Mart") announces that it has entered into an 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 Arrangement Agreement supersedes the letter of intent between Mart and Westoil Limited, which was announced in Mart's news release of May 27, 2009.

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 Agreement has been reviewed and approved by the special committee of independent directors of Mart's board of directors (the "Board") and has been unanimously approved by the Board following the receipt of a verbal fairness opinion (with a written opinion to follow) of Research Capital Corporation, financial advisor to Mart. The fairness opinion states that the consideration to be received by holders of Mart's common shares and holders of Mart's common share purchase warrants pursuant to the Arrangement is fair, from a financial point of view. Each member of the Board has indicated that he intends to vote all of his Mart securities in favour of the Arrangement. The Board will recommend that holders of Mart's common shares and holders of Mart's common share purchase warrants vote in favour of the Arrangement.

The Arrangement Agreement contains customary provisions prohibiting Mart from soliciting any other acquisition proposal for the securities or assets of Mart or entering into any agreements relating to an alternative acquisition transaction. Those restrictions are subject to certain exceptions, which include, but are not limited to, allowing the Board to accept and recommend to securityholders a superior proposal if it is required to do so in accordance with its fiduciary duties. The Purchaser also has the right to match any such superior proposal. Mart has agreed to pay a break fee of US$2.5 million to the Purchaser under certain circumstances including if (i) Mart accepts a superior proposal that is not matched by the Purchaser; (ii) the Board elects not to proceed with the transaction for any reason; or (iii) if Mart's securityholders do not approve the Arrangement by the requisite majority.

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, at a special meeting of securityholders expected to be held on or about September 25, 2009. Closing of the Arrangement is subject to certain other conditions, including Alberta court and other regulatory approvals and is expected to close shortly after the special meeting. An information circular is expected to be mailed out to Mart shareholders in early September 2009. A copy of the Arrangement Agreement will be filed on

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

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.


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