Mart Resources, Inc. (TSX VENTURE:MMT) ("Mart") announces that it has entered
into an arrangement agreement (the "Arrangement Agreement") for the sale of all
of the issued and outstanding securities of Mart to Westfield Exploration and
Production Limited (the "Purchaser"), a private African Company and a wholly
owned indirect subsidiary of Westoil Limited. The Arrangement Agreement
supersedes the letter of intent between Mart and Westoil Limited, which was
announced in Mart's news release of May 27, 2009.


Under the terms of the Arrangement Agreement, the Purchaser has agreed, subject
to the satisfaction of certain conditions, to acquire all of the issued and
outstanding securities of Mart by way of a plan of arrangement under the
provisions of the Business Corporations Act (Alberta) (the "Arrangement"). Under
the terms of the Arrangement, holders of outstanding common shares of Mart
("Mart Shares") are to receive C$0.14 per Mart Share; holders of outstanding
purchase warrants to acquire Mart Shares ("Purchase Warrants") are to receive
C$0.005 per Purchase Warrant and holders of outstanding broker warrants to
acquire Mart Shares ("Broker Warrants") are to receive C$0.001 per Broker
Warrant; and all options to acquire Mart Shares are to be cancelled without
payment of any consideration.


The Arrangement Agreement has been reviewed and approved by the special
committee of independent directors of Mart's board of directors (the "Board")
and has been unanimously approved by the Board following the receipt of a verbal
fairness opinion (with a written opinion to follow) of Research Capital
Corporation, financial advisor to Mart. The fairness opinion states that the
consideration to be received by holders of Mart's common shares and holders of
Mart's common share purchase warrants pursuant to the Arrangement is fair, from
a financial point of view. Each member of the Board has indicated that he
intends to vote all of his Mart securities in favour of the Arrangement. The
Board will recommend that holders of Mart's common shares and holders of Mart's
common share purchase warrants vote in favour of the Arrangement.


The Arrangement Agreement contains customary provisions prohibiting Mart from
soliciting any other acquisition proposal for the securities or assets of Mart
or entering into any agreements relating to an alternative acquisition
transaction. Those restrictions are subject to certain exceptions, which
include, but are not limited to, allowing the Board to accept and recommend to
securityholders 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) the Board elects not to
proceed with the transaction for any reason; or (iii) if Mart's securityholders
do not approve the Arrangement by the requisite majority.


The Arrangement is subject to the approval of 66 2/3% of the votes cast by Mart
shareholders and 66 2/3% of the votes cast by Mart securityholders (being
shareholders, option holders and holders of Purchase Warrants and Broker
Warrants), voting together as a single class, at a special meeting of
securityholders expected to be held on or about September 25, 2009. Closing of
the Arrangement 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 early September 2009. A copy of the Arrangement Agreement will
be filed on www.sedar.com.


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 Africa. The Company owns two drilling rigs, has strong local
relationships and has formed joint venture partnerships with indigenous
operators in Nigeria. Mart has acquired interests in and begun development of
three onshore Nigerian oil fields.


Additional information regarding Mart Resources, Inc. is available on the
company's website at www.martresources.com.


Certain statements in this News Release may constitute forward-looking
statements under applicable securities legislation including statements
regarding the timing of the Arrangement and securityholder meeting. Such
forward-looking statements involve risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Mart to be
materially different from any future results, performance or achievements
expressed or implied by such forward looking statements. This forward-looking
information is subject to known and unknown risks and uncertainties and other
factors, which may cause actual results, levels and timing of activity and
achievements to differ materially from those expressed or implied by such
information.
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