MARKSMEN ANNOUNCES THE END OF THE PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT, THE NEW PROPOSED PRIVATE PLACEMENT AND THE RESIGNATION OF THE DIRECTOR AND EXECUTIVE OFFICER

CALGARY, ALBERTA, May 10, 2024 (GLOBE NEWSWIRE) — Marksmen Energy Inc. (TSXV: MAH) (“Snipers“or the”Business“) announces that, further to its press release dated April 24, 2024, it has terminated its previously announced non-brokered private placement of up to 20,000,000 units of Marksmen at a price of $0.015 per unit for total gross proceeds of up to $300,000, and that it now intends to complete a non-brokered private placement of up to 30,000,000 units of Marksmen (“.Units“) at a price of $0.01 per unit for total gross proceeds up to a maximum of $300,000 (the “Offer“). There is no minimum bid. The units will consist of one (1) common share (“Common stock“) and one (1) share subscription warrant (“To guarantee“) of the sharpshooters. Each whole warrant entitles the holder thereof to purchase one common share for $0.05 expiring two (2) years from the closing date of the offering. The warrants will include a acceleration provision whereby if the Company’s common stock trades at a price above $0.10 for a period of 20 consecutive trading days, Marksmen may accelerate the expiration of the warrants.

Sharpshooters may pay a cash commission or finder’s fee to qualified unrelated parties of up to 8% of the gross proceeds of the offering (up to $24,000) and warrants broker (the “Broker Warrants“) representing up to 8% of the number of units sold in the offering (up to 2,400,000 broker warrants). Each broker warrant will entitle its holder to acquire one common share at a price of $0.05 per broker warrant for a period of one (1) year from the date of issue.

In the following order, assuming the Maximum Offer, Marksmen intends to use the proceeds of the Offer to: (i) pay Offer expenses and commissions ($24,000 (8%) ), (ii) undertake projects as recommended by its consultant. Apex Global Engineering Inc. (“Summit“) to optimize production from all wells in Pickaway County, Ohio ($120,000 (40%)); (iii) undertake a technical review and pursue drilling opportunities in central Alberta also presented to Marksmen by Apex ($125,000 (42%)); and (iv) the remainder for working capital ($31,000 (10%)).

The offer is being made to all existing shareholders of Marksmen who are eligible to subscribe under the Existing Security Holder Exemption. This offering is open until June 24, 2024 or such other date or as determined by the Company, and one or more closings are expected to occur, with the first closing scheduled for on or about May 17, 2024 or any other date. other date or any other date. the Company determines.

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Any existing shareholder interested in participating in the Offer should contact the Company in accordance with the contact details set out below.

The Company has set May 9, 2024 as the record date for determining existing shareholders authorized to subscribe for units under the existing security holder exemption. Subscribers who purchase Units under the Existing Security Holder Exemption will be required to represent in writing that they satisfy certain requirements of the Existing Security Holder Exemption, including that they were, on or before the Closing Date records, a shareholder of the Company and that they are still a shareholder as on the closing date. The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption may not exceed $15,000, unless such subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. .

As the Company also avails itself of the exemption for sales to buyers advised by securities dealers, it confirms that there are no material facts or material changes relating to the Company that have not been generally disclosed. In addition to offering the Units pursuant to the Existing Security Holder Exemption and the Dealer-Advised Purchasers Exemption, the Units are also offered pursuant to other available prospectus exemptions, including sales to qualified investors. Unless the Company elects to increase the gross proceeds of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the maximum offering amount of $300,000, the Units will be distributed pro rata among all subscribers eligible for all available exemptions.

Completion of the Offering is subject to regulatory approval, including, but not limited to, the approval of the TSX Venture Exchange. The common shares, warrants and broker warrants issued will be subject to a four-month hold period from the closing date of the offering.

It is expected that insiders of the Company will participate in the Offer.

The Company also announces the resignation of Dale Burstall, as director and corporate secretary of Marksmen. “On behalf of everyone at Marksmen, we would like to thank Dale for his commitment and service to Marksmen and its shareholders for over a decade as legal counsel, director, corporate secretary and member of several committees and we wish him all the best. in the future,” said Archie Nesbitt, President and CEO of Marksmen.

For further information regarding this press release, please contact Archie Nesbitt, Director and CEO 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 press release may contain certain forward-looking information and statements, including, without limitation, the closing of the private placement, statements relating to the use of proceeds and the Company’s ability to obtain necessary Stock Exchange approvals TSX growth. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. Marksmen undertakes no obligation to update any forward-looking information except in accordance with applicable securities laws. 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 this forward-looking information and a description of the risk factors that could 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.