MARKSMEN ANNOUNCES CLOSING OF PRIVATE PLACEMENT By Investing.com

CALGARY, ALBERTA, August 23, 2024 (GLOBE NEWSWIRE) — Marksmen Energy Inc. (The Snipers or the Business) announces that it has completed the closing of its previously announced non-brokered private placement of units (the Units) snipers (the Offer). The Company issued 19,325,000 units at a price of $0.01 per unit for total gross proceeds of $193,250. Each unit consists of one (1) common share (Common stock) and one (1) stock subscription warrant (Ensure) of Marksmen. Each whole warrant entitles the holder thereof to purchase one common share at a price of $0.05 per share expiring two (2) years from the date of issuance, subject to acceleration provisions (see press release dated May 10, 2024).

Marksmen did not pay any cash commission in connection with the Offering and intends to use the gross proceeds of $193,250 in the following order to: (i) undertake projects recommended by a consultant to optimize production from all wells in Pickaway County, Ohio ($50,000 (26%)); (ii) undertake a technical review and due diligence on oil and gas opportunities in Alberta ($60,000 (31%)); and (iii) the remainder for working capital ($83,250 (43%)).

The technical review and due diligence of the oil and gas opportunities in Alberta is nearing completion and the Company is pleased with the progress made in determining the best path forward for Marksmen. One of the projects the Company is focusing on is a low-risk project in partnership with an Alberta energy company. Marksmen would be a non-operating, working-interest partner. The project involves restarting or completing existing wells without the need for drilling. It includes a number of wells, existing pipeline infrastructure and a gas processing facility.

Completion of the Offering is subject to regulatory approval, including, but not limited to, the approval of the TSX Venture Exchange Inc. The securities issued are subject to a hold period of four months and one day from the date of issuance.

Participation of parties related to the private placement

Insiders subscribed for a total of 14,650,000 Units under the Offering, representing a total of 75.81%. As insiders of Marksmen participated in the Offering, the Offering is deemed to be a related party transaction within the meaning of National Instrument 61-101 Protection of Minority Security Holders in Special Transactions (NI 61-101).International Standard 61-101).

Neither the Company nor, to the Company’s knowledge after reasonable inquiry, any related party, has knowledge of any material information concerning the Company or its securities that has not been disclosed to the public.

The Offering is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 (pursuant to sections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the units distributed to interested parties nor the consideration received from them exceeded $2,500,000.

The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation of the Company’s related parties were not settled until shortly before the closing of the Offering and the Company wished to close the Offering on an expedited basis for commercial reasons.

Early Warning Report

In connection with the closing of the Offering, the Company issued 5,750,000 Units to Conex Services Inc., a company wholly owned by Mr. Glenn Walsh, for total consideration of $57,500.

As of the date of Mr. Walsh’s early warning report filed on February 10, 2023, Mr. Walsh held, directly and indirectly, 33,112,881 Common Shares representing 17.66% of the issued and outstanding Common Shares on a diluted and undiluted basis. Immediately prior to the closing of the Offering, Mr. Walsh held, directly and indirectly, 33,112,881 Common Shares representing 17.24% of the issued and outstanding Common Shares and 1,500,000 warrants (34,612,881 Common Shares representing 18.02% of the issued and outstanding Common Shares assuming the exercise of the warrants).

Immediately following the closing of the Offering, Mr. Walsh held, directly and indirectly, 38,862,881 Common Shares representing 18.38% of the issued and outstanding Common Shares and 7,250,000 Warrants (46,112,881 Common Shares representing 21.09% of the issued and outstanding Common Shares assuming the exercise of the Warrants). Mr. Walsh’s increased diluted ownership interest triggered the requirement to file the Early Warning Report.

Mr. Walsh intends to increase or decrease his holdings in the Issuer depending on market conditions and circumstances.

A report regarding this acquisition will be filed with the applicable securities commissions through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available on the Company’s profile at www.sedarplus.ca.

For further information regarding this press release, please contact Archie Nesbitt, Director and Chief Executive Officer of the Company at (403) 265-7270 or by email at [email protected].

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release may contain certain forward-looking information and statements, including, without limitation, statements relating to the use of proceeds, the outcome of the technical review and due diligence on the Alberta oil and gas opportunities, the Company’s ability to obtain the necessary approvals from the TSX Venture Exchange and Mr. Walsh’s intentions regarding his holdings of securities of the Company. All statements contained in this news release, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of the assumptions used in developing such forward-looking information and a description of the risk factors that may cause actual results to differ materially from the forward-looking information can be found in Marksmen’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. Marksmen undertakes no obligation to update any forward-looking information, except in accordance with applicable securities laws.

Source: Marksmen Energy Inc.