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Mart and Midwestern Agree To Second Amendment

Mart Resources, Inc. reported that further to its press releases of June 15 and July 16, Midwestern and Mart have jointly agreed, pursuant to the terms of a second amending agreement to further amend the terms of the arrangement agreement dated March 15.

The second amendment is aimed at facilitating the completion of the arrangement between the two firms. Under the terms of the Second Amending Agreement, Midwestern now has until August 26 to complete the transaction, unless otherwise agreed in writing between Midwestern and Mart.

The Second Amending Agreement also grants Midwestern an extension until August 19 for the completion of a financing by Midwestern required by it to complete the transaction.

Mart received an update on the status of the Midwestern Financing and was satisfied that it was appropriate and in the best interests of Mart to grant the requested extension.

If Midwestern has not completed the Midwestern Financing by August 19, 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 (as amended).

The Second Amending Agreement also provides an additional covenant on behalf of Midwestern that should the transaction not be completed, Midwestern will pay Mart’s portion of a corporate tax liability out of the proceeds payable under the reverse break fee.

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