Mart Resources, Inc.

Mart Resources, Inc.

August 27, 2015 09:00 ET

Mart Resources Terminates Midwestern Transaction

CALGARY, ALBERTA--(Marketwired - Aug. 27, 2015) - Mart Resources, Inc. (TSX:MMT) ("Mart" or the "Company") announces that, further to its press releases of June 15, 2015, July 16, 2015, July 27, 2015 and August 18, 2015, under the terms of the Arrangement Agreement (as amended), Midwestern Oil and Gas Company Limited ("Midwestern") had until August 26, 2015 to complete the acquisition of all of the common shares of Mart. Mart has been advised by Midwestern that due to prevailing market conditions it will not be able to complete the transaction at this time on the terms agreed and therefore the Arrangement Agreement (as amended) has been terminated.

Pursuant to the terms of the Arrangement Agreement (as amended) a CAD$5.8 million reverse break fee is payable to Mart. A significant portion of the reverse break fee will be satisfied by Midwestern paying Mart's portion of a Nigerian corporate tax liability and other Mart payables.

Mart intends to continue to examine and consider strategic alternatives available to the Company to maximise shareholder value, including the potential for a revised transaction with Midwestern. FirstEnergy Capital of London, U.K. and Calgary, Canada have been retained to act as Mart's financial advisor. With the termination of the transaction, the Company has ceased to engage Wade Cherwayko as a consultant.

Mart will hold a conference call to discuss Company's position and plans after termination of the transaction with Midwestern. The conference call is scheduled for August 28, 2015 at 9:30 AM Mountain Daylight Time (11:30 AM Eastern Daylight Time). Dmitri Tsvetkov, Director, Interim CEO & CFO of Mart, will host the call and be available during the question-and answer session. To access the conference call, please dial 416-340-2216 / 866-223-7781. An instant replay of the call will be available until September 4, 2015 by dialing 905-694-9451 / 800-408-3053 and entering pass code 1407453.

Additional information regarding Mart is available on the Company's website at and under the Company's profile on 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 Midwestern Financing and/or the Arrangement.

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. 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 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 previously filed and in Mart's annual information form, copies of which are available on Mart's SEDAR profile at There is no assurance that Mart will be able to collect the reverse break fee from Midwestern as contemplated by the Arrangement Agreement (as amended) or that Mart will be able to complete a suitable strategic alternative transaction with a third party.

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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