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Published on 6/16/2005 in the Prospect News PIPE Daily.

New Issue: Mart Resources wraps C$9.5 million sale of convertibles

By Sheri Kasprzak

Atlanta, June 16 - Mart Resources, Inc. said it has completed an upsized private placement for C$9.5 million. The company had originally planned to raise C$7.5 million in the offering.

Mart sold unsecured convertible promissory notes to a European fund and other institutional investors.

The notes bear interest at 12% annually, mature in two years and are convertible before maturity into units at C$1.03 each.

Mart has the option to force conversion of the notes if its stock trades above C$1.75 per share over any consecutive 30-day trading period.

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

The proceeds will be used to finance continued evaluation of its Nigerian marginal fields, to acquire additional fields and to acquire oil and gas exploration concessions in the Democratic Republic of Congo. The remainder will be used for working capital.

Calgary, Alta.-based Mart is an oil and natural gas exploration and development company.

Issuer:Mart Resources, Inc.
Issue:Convertible unsecured promissory notes
Amount:C$9.5 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:June 16
Stock price:C$1 at close May 2
Stock price:C$0.81 at close June 15

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