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Published on 5/2/2005 in the Prospect News PIPE Daily.

New Issue: Mart Resources plans $7.5 million private placement of notes

By Sheri Kasprzak

Atlanta, May 2 - Mart Resources Inc. said it plans to raise $7.5 million in a private placement of convertible unsecured promissory notes.

The two-year notes bear interest at 12% annually and are convertible into units at $1.03 each before the second anniversary of the notes.

The units include one share and one warrant. The warrants are exercisable at $1.23 each for two years.

Mart has the option to force conversion of the notes if its stock trades above $1.75 per share over 30 consecutive trading days.

The deal is expected to close May 9.

Based in Calgary, Alta., Mart is an oil development company. The proceeds will be used for testing and the re-completion of a well in an oil field in Nigeria, the evaluation of Nigerian marginal fields, the negotiation of agreements for additional fields, the negotiation of blocks in the Democratic Republic of the Congo, testing and drilling equipment for the Eremor and Qua Ibo oil fields and for working capital.

Issuer:Mart Resources Inc.
Issue:Convertible unsecured promissory notes
Amount:$7.5 million
Maturity:Two years
Coupon:12%
Price:Par
Yield:12%
Conversion price:$1.03 (into units of one share and one warrant)
Call:May force conversion if stock trades above $1.75 per share over 30 consecutive trading days
Warrants:One warrant per unit upon conversion
Warrant expiration:Two years
Warrant strike price:$1.23
Pricing date:May 2
Settlement date:May 9
Stock price:$0.76 at close May 2

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