Mart Resources Closes Convertible Note Financing

Mart Resources, Inc., (TSX VENTURE: MMT), has successfully closed a private placement of convertible unsecured promissory notes with a uropean-based fund and other institutions or aggregate gross proceeds of $9,500,000 CDN. Mart intends to use the proceeds of the financing for continued evaluation of Nigerian marginal fields, for negotiation and finalization of agreements for additional fields, for negotiation and acquisition of oil and gas exploration concessions in the Democratic Republic of Congo, for well testing and drilling equipment for the Eremor and Qua Ibo oil fields and for general working capital.

The Notes bear a 12% annual interest rate and are convertible into units ("Units") at the option of the holder at a conversion price of $1.03 per Unit at any time prior to the second anniversary of the Notes. Each Unit consists of one common share in the share capital of Mart and one share purchase warrant ("Warrant"). Each Warrant entitles the holder to acquire one additional common share at an exercise price of $1.23 per share, exercisable for a period of two years from the date of issuance of the Warrant. Additionally, Mart has the option to force conversion of the Notes if the Mart common shares trade at a price greater than $1.75 per common share over a thirty day consecutive period. The maximum number of common shares to be issued upon conversion of the Notes and exercise of all Warrants will be 18,446,602. In conjunction with the financing a finder's fee of 461,165 shares has been issued and is subject to a four-month hold period expiring October 14, 2005.