MMT Mart Resources

Mart Resources, Inc. (TSX VENTURE:MMT) ("Mart" or the "Corporation") announces
that it has entered into a Letter of Intent for the sale of all of the issued
and outstanding shares of Mart to a private African oil and gas company (the
"Purchaser") and for the advance by the Purchaser to Mart of a US$3.5 million
bridge loan pursuant to an unsecured convertible debenture.


Under the terms of the Letter of Intent, the Purchaser has agreed, subject to
the satisfaction of certain conditions including the completion of satisfactory
financial and technical due diligence and the finalization of a definitive
agreement and closing documentation, to acquire all of the issued and
outstanding shares of Mart for cash consideration of C$0.14 per Mart common
share. The cash consideration set out in the Letter of Intent represents an 86%
premium to the closing price of Mart's common shares on the TSX Venture Exchange
on May 26, 2009, the last trading day of the common shares prior to the date of
this announcement.


As a further term of the Letter of Intent, the Purchaser has agreed to advance
to Mart a bridge loan (the "Bridge Loan") of US$3.5 million to be used by Mart
as working capital and for Mart's costs of completing the share purchase
transaction. The Bridge Loan, which is to be advanced in two tranches, is
evidenced by an unsecured convertible debenture and carries an interest rate of
12% per annum. Under the first tranche, an aggregate of US$3.0 million of the
bridge loan has been advanced to date. The second tranche of US$0.5 million is
scheduled to be advanced by June 4, 2009. Subject to certain terms and
conditions, the Bridge Loan is repayable on the earlier of (i) September 30,
2009; (ii) immediately upon the closing of a superior transaction, or (iii) a
minimum of sixty days following the Purchaser's withdrawal from the transaction.
The Purchaser has the right to convert the outstanding debt into common shares
at a conversion price of C$0.075 per Mart common share should Mart fail to repay
the Bridge Loan within the specified time. The Canadian/US dollar rate of
exchange to be utilized in the event of a conversion will be determined on the
conversion date. Based upon the current Canadian/US dollar conversion rate, the
Bridge Loan would be convertible into 41,668,667 Mart common shares.


While the Purchaser has already completed a significant due diligence review of
the business and financial affairs of Mart, the Purchaser has until June 26,
2009 in which to complete its final due diligence review. Definitive agreements
to conclude negotiations are expected to be completed within fifteen days of the
end of the due diligence period. The parties have targeted mid August 2009 for
completion and closing of the definitive transaction.


The Letter of Intent contains customary provisions prohibiting Mart from
soliciting any other acquisition proposal for the common shares or assets of the
Corporation or entering into any agreements relating to an alternative
acquisition transaction. These restrictions are subject to certain exceptions
which include but are not limited to allowing the board of directors of Mart to
accept and recommend to shareholders a superior proposal if it is required to do
so in accordance with its fiduciary duties. The Purchaser also has the right to
match any such superior proposal. Mart has agreed to pay a break fee of US$2.5
million to the Purchaser under certain circumstances including if (i) Mart
accepts a superior proposal that is not matched by the Purchaser, (ii) Mart's
board of directors elects not to proceed with the transaction for any reason; or
(iii) if Mart's shareholders do not approve the transaction by the requisite
majority.


The corporate transaction is expected to be carried out by way of a plan of
arrangement under the provisions of the Business Corporations Act (Alberta) and
will be subject to the approval of 66 2/3% of the votes cast by Mart
shareholders at a special meeting of shareholders expected to be held in mid to
late July, 2009. Closing of the transaction is subject to certain other
conditions, including Alberta court and other regulatory approvals and is
expected to close shortly after the special meeting. An information circular is
expected to be mailed out to Mart shareholders in June 2009.


A supplemental press release will be issued once the Purchaser has completed its
due diligence and the definitive transaction agreements have been finalized and
executed.


About Mart Resources:

Mart Resources Inc. is an independent international petroleum company focused on
drilling, developing and producing oil and gas from low-risk proven petroleum
properties in Nigeria.


Certain statements contained in this release constitute forward-looking
information. In particular, this press release contains statements concerning
the terms and conditions of the Letter of Intent and convertible debenture, the
anticipated date of completion of final due diligence by the Purchaser, the
anticipated date of completion of definitive transaction documents, the expected
date of a Mart shareholder meeting and the date of the closing of the proposed
transaction. There is no assurance that the conditions set out in the Letter of
Intent, including due diligence conditions will be satisfied, that the parties
will be able to finalize a definitive transaction agreement or associated
documentation or that the transaction will proceed on the terms described in
this press release. There is also no assurance that even if the definitive
transaction agreements are finalized and signed, that the transaction will be
completed on the timelines indicated or at all. Accordingly, because of the
risks, uncertainties and assumptions contained herein, investors should not
place undue reliance on forward-looking information. The foregoing statements
expressly qualify any forward-looking information contained herein.

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