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CALGARY, Alberta – Mart Resources, Inc. (TSX: MMT) (“Mart” or the “Company”) announces that further to its press release of May 15, 2015, at the request of Midwestern Oil & Gas Company Ltd. (“Midwestern”), Midwestern and Mart have jointly agreed, pursuant to the terms of an amending agreement (the “Amending Agreement”), to amend the terms of the arrangement agreement (the “Arrangement Agreement”) dated March 15, 2015 in order to facilitate Midwestern’s ongoing financing and satisfaction of the Midwestern financing condition contained in the Arrangement Agreement.
On Friday, June 12, 2015, Midwestern advised Mart that it was seeking an extension of the June 15, 2015 deadline provided for in the Arrangement Agreement for completion of the financing by Midwestern required by it to complete the transaction (the “Midwestern Financing”). Midwestern has provided Mart with an updated framework agreement between Midwestern and a significant Middle Eastern group. Mart’s Board of Directors received a comprehensive update on the status of the Midwestern Financing including a copy of the amended framework agreement and was satisfied that, given the progress that had been made on such financing and the parties involved, it was appropriate to grant the requested extension.
The Amending Agreement gives Midwestern until July 26, 2015 to complete the Midwestern Financing. Mart and Midwestern have agreed to continue to use their reasonable commercial efforts to complete the transaction by July 16, 2015. If Midwestern has not completed the Midwestern Financing by July 26, 2015, Mart is able to terminate the Arrangement Agreement and compel Midwestern to provide to Mart the benefit of the CAD$5.8 million reverse break fee contemplated by the Arrangement Agreement. The Amending Agreement provides for other amendments to the Arrangement Agreement which are required to give effect to the additional time that has been granted to Midwestern to complete its financing or which address the obligations of the parties prior to closing or closing arrangements.
Mart’s annual and special meeting of shareholders and optionholders will be proceeding as originally announced at the Calgary Petroleum Club, 319 Fifth Avenue S.W., Calgary, Alberta on June 15, 2015 at 3:00 pm.
For more information, please contact Dmitri Tsvetkov, interim CEO and CFO at Mart’s London, England office at # +44 207 351 7937 or by e-mail:dmitri.tsvetkov@martresources.com; or in Canada contact Sam Grier at 403-270-1841 or e-mail: sam.grier@martresources.com. Additional information regarding Mart is available on the Company’s website at www.martresources.com and under the Company’s profile on SEDAR at www.sedar.com.
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