Mart Resources, Inc.
TSX VENTURE : MMT

Mart Resources, Inc.

September 26, 2007 13:58 ET

Mart Resources, Inc. Increases Size of Private Placement, Completes Second Closing of Private Placement and Re-Prices Previously Issued Convertible Notes

CALGARY, ALBERTA--(Marketwire - Sept. 26, 2007) - Mart Resources, Inc. (TSX VENTURE:MMT) announces that it intends to increase the size of its previously announced private placement from 80,000,000 common shares to up to a maximum of 105,000,000 shares at a price of $0.40 per share for revised aggregate gross proceeds before commissions and costs of up to $42,000,000.

Mart also announces that it has completed a second private placement closing of 10,000,000 common shares for aggregate gross proceeds before commissions and issuance costs of $4,000,000. Mart has now issued an aggregate of 69,557,375 shares at a price of $0.40 per share pursuant to two private placement closings, for aggregate gross proceeds before commissions and costs of $27,822,950. The common shares issued pursuant to the second closing are subject to a four month statutory restriction on trading from the date of issue. Mart expects to complete additional closings of this private placement in the near term. As previously announced, the proceeds of the private placement will be used for ongoing drilling and development operations on Mart's Nigerian oil field properties and for general working capital.

Mart also announces that pursuant to the contractual terms of $8,875,000 secured convertible promissory notes (the "secured notes") and $9,500,000 unsecured convertible promissory notes (the "unsecured notes") (collectively, the "notes") previously issued by Mart on November 20, 2006, Mart is required, subject to receipt of applicable regulatory and stock exchange approval, to reduce the conversion price of the notes to $0.48 per unit until May 20, 2008 and, if not converted prior such date, to $0.55 per unit thereafter until November 20, 2008 when the notes mature. Each unit issuable pursuant to the conversion of the unsecured notes shall continue to consist of one common share and one common share purchase warrant (an "unsecured warrant"). Each unit issuable pursuant to the conversion of the secured notes shall continue to consist of one common share and one-half common share purchase warrant (the "secured warrants").

The amended exercise price of the unsecured warrants issuable upon exercise of the unsecured notes shall be $0.48 per share if the unsecured warrants are exercised on or before May 20, 2008 and $0.55 per share if the unsecured warrants exercised after May 20, 2008 but prior to the expiry date thereof. The amended exercise price of the secured warrants issuable upon exercise of the secured notes shall be $0.58 per share if the secured warrants exercised on or before May 20, 2008 and $0.66 per share if the secured warrants are exercised after May 20, 2008 but prior to the expiry date thereof. The secured warrants and unsecured warrants shall continue to have a two year term from the date of issuance.

Mart has the right to force conversion of the notes prior to the maturity date if Mart's common shares trade on the TSX Venture Exchange at a price greater than $0.67 per share for 30 consecutive trading days on or before May 20, 2008 and at a price greater than $0.77 per share for 30 consecutive trading days after May 20, 2008 and prior to maturity.

As a consequence of this repricing, a maximum of 38,281,251 common shares and 29,036,458 purchase warrants are subject to issuance where the full conversion of the notes occurs prior to May 20, 2008 and a maximum of 33,409,092 common shares and 25,340,910 purchase warrants where the full conversion of the notes occurs after May 20, 2008 but prior to the maturity date.

Certain statements in this News Release constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the release.

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