Mart Resources, Inc.

Mart Resources, Inc.

May 15, 2015 19:45 ET

Mart Announces Filing of Meeting Materials for Annual and Special Meeting of Securityholders and Update to Midwestern Financing

CALGARY, ALBERTA--(Marketwired - May 15, 2015) - Mart Resources, Inc. (TSX:MMT) ("Mart" or the "Company") announces that, further to its March 16, 2015 news release, it has commenced the mailing process, and filed an information circular dated May 12, 2015, forms of proxy and letter of transmittal ("Meeting Materials") on SEDAR, in respect of the upcoming annual and special meeting ("Meeting") of Mart's shareholders and optionholders (collectively, "Securityholders").

At the Meeting, Securityholders will be asked to vote in respect of a proposed plan of arrangement pursuant to which a wholly-owned subsidiary of Midwestern Oil & Gas Company Ltd. ("Midwestern") will, subject to certain conditions, acquire all of the issued and outstanding common shares ("Common Shares") of Mart for $0.80 per Common Share in cash (the "Arrangement") in accordance with the terms of an arrangement agreement dated March 15, 2015 between Mart and Midwestern (the "Arrangement Agreement"). Pursuant to the Arrangement Agreement, all options with an exercise price less than $0.80 will be surrendered in exchange for a cash payment equal the amount by which $0.80 exceeds the exercise price thereof and all options with an exercise price equal to or greater than $0.80 will be surrendered for no consideration.

The Meeting will be held at the Calgary Petroleum Club, 319 Fifth Avenue S.W., Calgary, Alberta, Canada on June 15, 2015 at 3:00 p.m. (Calgary time). The record date for voting at the Meeting has been set at May 11, 2015.

As disclosed in the Meeting Materials, Midwestern's ability to complete the Arrangement is subject to it completing a private placement financing (the "Proposed Financing") to fund its obligations under the Arrangement. Midwestern has now provided Mart with a framework agreement that provides an indicative financing commitment from a significant industry participant. The indicative financing commitment contains conditions for a financing transaction that must be satisfied prior to the Proposed Financing being completed. There is no certainty that the conditions to the Proposed Financing will be satisfied or that the Proposed Financing will be completed.

Mart anticipates that the Arrangement will close on or about June 16, 2015, in the event that all conditions in the Arrangement Agreement are satisfied or waived on or before such date.

Further information about the Arrangement and the Meeting is set forth in the Meeting Materials which have been filed under Mart's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at

Forward Looking Statements and Risks

This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words ''expect'', ''anticipate'', ''continue'', ''estimate'', ''guidance'', ''objective'', ''ongoing'', ''may'', ''will'' and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining to, among other things, the timing of completion of the Arrangement, the anticipated date of, and information relating, to the Meeting and the Proposed Financing.

Mart believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. With respect to forward-looking statements contained in this press release, Mart made assumptions regarding, among other things: the receipt, in a timely manner, of regulatory, court, Securityholder and third party approvals in respect of the Arrangement; the satisfaction or waiver of all other conditions precedent to the Arrangement; and the plans of counterparties. The forward-looking information and statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: the Proposed Financing being completed, the Company being able to receive all required regulatory, court and Securityholder approvals to consummate the Arrangement and certain other risks detailed from time to time in Mart's public disclosure documents including, without limitation, those risks identified in this press release, the Meeting Materials filed today and in Mart's annual information form, copies of which are available on Mart's SEDAR profile at There is no certainty that the conditions to the Proposed Financing will be satisfied or that the Proposed Financing will be completed.

The forward-looking information and statements contained in this press release speak only as of the date of this press release, and Mart does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.

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