LoI signed as Midwestern Intends to Acquire MART Resources

Calgary, Alberta – Mart Resources, Inc. (TSX: MMT) (“Mart” or the “Company”) announces that it has entered into a letter of intent (the “Letter of Intent”) with Midwestern Oil and Gas Company Limited, the operator of and one of Mart’s co-venturers in the Umusadege field (”Midwestern”).

The Letter of Intent sets out the intention of the Company and Midwestern (collectively, the “Parties”), on a non-binding basis, to use good faith efforts to negotiate and enter into a definitive agreement (the “Definitive Agreement”) pursuant to which Midwestern would agree to acquire all of the issued and outstanding shares of Mart for cash consideration of CAD$0.80 per common share (the “Proposed Offer Price”) by way of a plan of arrangement (the “Proposed Transaction”). The Proposed Offer Price represents a 40.3% premium to the closing price and a 28% premium to the 20 day VWAP price of Mart’s common shares on the Toronto Stock Exchange on February 27, 2015, the last trading day for Mart’s common shares prior to the date of this announcement.

As previously announced, following the receipt of an unsolicited, non-binding offer to acquire Mart, the Company’s Board of Directors (the “Mart Board”) established an independent special committee (the “Special Committee”) to review the offer. The Special Committee has reviewed the Letter of Intent from Midwestern and has recommended that the Company enter into the Letter of Intent and proceed with the negotiation of a Definitive Agreement. On February 27, 2015, following receipt of the Special Committee’s recommendation and advice from its external financial advisor, Mart’s Board approved the Letter of Intent and negotiation of a Definitive Agreement.


Umusadege Field – Nigeria

Other Terms of the Letter of Intent
Period of Exclusivity and Non Solicitation
The Parties have agreed, on a binding basis, to a period of exclusivity commencing on February 27, 2015 and ending on March 15, 2015 (the “Exclusivity Period”), unless earlier terminated, during which Mart will not solicit a proposal that might be competitive with the Proposed Transaction and during which Mart and Midwestern will use good faith efforts to finalize the terms of the Definitive Agreement. The Letter of Intent contains customary provisions for transactions of this nature for the Mart Board to respond during the Exclusivity Period to any unsolicited acquisition proposal determined to be superior to the Proposed Transaction in the discharge of its fiduciary duties, subject to the ability of Midwestern to match.
Midwestern Financing
Midwestern has advised Mart that its ability to complete the Proposed Transaction is subject to completing a private placement financing (the “Proposed Financing”). Accordingly, the Definitive Agreement, in the event one is entered into, will provide that Midwestern’s obligation to complete the Proposed Transaction will be subject to the completion of the Proposed Financing (the “Financing Condition”). Midwestern has agreed to use reasonable commercial efforts to satisfy the Financing Condition on or prior to June 15, 2015 and to keep Mart informed as to the status and timing of the satisfaction of the Financing Condition. Further, the Letter of Intent contemplates that prior to signing of the Definitive Agreement, Midwestern’s financial advisor will provide a highly confident letter acceptable to Mart in respect of the Proposed Financing.

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