MARKSMEN ENERGY INC. : http://www.marksmenenergy.com/ : QwikReport

News Releases

#February 27, 2019
MARKSMEN ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT

 CALGARY, ALBERTA, February 27, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the first closing of its previously announced non-brokered private placement. The Company issued 3,015,000 units (the "Units") of Marksmen at a price of $0.10 per Unit for aggregate gross proceeds of $301,500 (the "Offering"). Each Unit is comprised of one (1) common share ("Common Share") and one-half of one (1/2) share purchase warrant ("Warrant") of Marksmen. Each whole Warrant entitles the holder thereof to purchase one Common Share at a price of $0.20 per share expiring two (2) years from the date of issuance. The Company intends to complete a second closing of the Offering on or prior to March 21, 2019.

Pursuant to the first closing of the Offering, Marksmen paid a cash commission to qualified non-related parties of $4,000 and issued 40,000 broker warrants entitling the holder to acquire one Common Share at a price of $0.10 per share for a period of one (1) year from the date of issuance.

Marksmen intends to use the net proceeds from this first closing of the Offering to partially pay for $375,000 of additional capital expenditures resulting from longer than planned drilling and completion phases of the remedial whip-stock horizontal/lateral leg.

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSXV. The securities issued are subject to a four month hold period from the date of issuance.

Related Party Participation in the Private Placement

Insiders subscribed for an aggregate of 1,915,000 Units in the first closing of the Offering for a total of 63.52% of the first closing. As insiders of Marksmen participated in this Offering, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").

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

The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 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, nor the consideration received from, interested parties 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 therein by related parties of the Company were not settled until shortly prior to closing of the Offering and the Company wished to close on an expedited basis for business reasons.

For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.

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 news release.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the use of proceeds, obtaining subscriptions for the remainder of the Offering and the Company's ability to obtain necessary approvals from the TSXV. All statements included herein, 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 assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen's disclosure documents on the SEDAR website at www.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.
 
#February 11, 2019
MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

 CALGARY, ALBERTA, February 11, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it plans to complete a non-brokered private placement of up to 4,650,000 units (the "Units") of Marksmen at a price of $0.10 per Unit for aggregate gross proceeds of up to a maximum of $465,000 (the "Offering"). There is no minimum Offering. The Units will be comprised of one (1) common share ("Common Share") and one-half of one (1/2) share purchase warrant ("Warrant") of Marksmen. Each whole Warrant entitles the holder thereof to purchase one Common Share for $0.20 expiring two (2) years from the date of the closing of the Offering.

Marksmen may pay a cash commission or finder's fee to qualified non-related parties of up to 8% of the gross proceeds of the Offering (up to $37,200) and broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 372,000 Broker Warrants). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.10 per Broker Warrant for a period of one (1) year from the date of issuance.

Marksmen intends to use the net proceeds of the Offering to pay for $375,000 of additional capital expenditures resulting from longer than planned drilling and completion phases of the remedial whip-stock horizontal/lateral leg as well as $90,000 of additional costs to complete an existing water injection well and facility for the Leaman #1 horizontal well.

The Offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until March 8, 2019 or such other date or dates as the Company determines and one or more closings are expected to occur, with the first closing anticipated for February 26, 2019. Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Company has set February 8, 2019 as the record date for determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

As the Company is also relying on the Exemption for Sales to Purchasers Advised by Investment Dealers, it confirms that there is no material fact or material change related to the Company which has not been generally disclosed. In addition to offering the Units pursuant to the Existing Shareholder Exemption and to the Exemption for Sales to Purchasers Advised by Investment Dealers, the Units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the Company determines 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 $465,000, Units will be allocated pro rata among all subscribers qualifying under 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 and Warrants issued will be subject to a four month hold period from the date of the closing of the Offering.

It is expected that insiders of the Company will participate in the Offering.
For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.

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 news release.

This news release may contain certain forward-looking information and statements, including without limitation, the closing of the private placement, statements pertaining to the use of proceeds, and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, 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 assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen's disclosure documents on the SEDAR website at www.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.
 
#January 31, 2019
MARKSMEN ANNOUNCES CLOSING OF FINANCING TO REPLACE OUTSTANDING DEBENTURE

 CALGARY, ALBERTA, January 31, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has closed its previously announced non-brokered financing to replace an outstanding debenture by issuing a non-convertible secured debenture ("Debenture") in the amount of $1,250,000 and 1,800,000 share purchase warrants of the Company (the "Warrants"). Each whole Warrant entitles the holder thereof to purchase one common share of the Company for $0.24 per share if the Debenture is paid in full by April 30, 2019 and at $0.22 per share thereafter, expiring on December 31, 2019. The Debenture was issued to replace the outstanding $1,250,000 debenture which expired December 31, 2018 and bears interest at 12% per annum and matures on December 31, 2019. The terms of the Debenture, other than the maturity date, are the same as the debenture that is being replaced.
Completion of the financing is subject to regulatory approval, including the approval of the TSX Venture Exchange Inc. The securities issued are subject to a four month hold period from the date of the closing.

Related Party Participation

The holder of the debenture that is being replaced, an insider of Marksmen, subscribed for the entire Debenture. As an insider of Marksmen subscribed for the Debenture, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").

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

The issuance of the Debenture is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 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 Debenture distributed to, nor the consideration received from, interested parties exceeded $2,500,000.

For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.

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 news release.

This news release may contain certain forward-looking information and statements, including without limitation obtaining regulatory approval for the Debenture. All statements included herein, 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 assumptions used to develop such forward- looking information and a description of risk factors that may cause actual results to differ materially from forward- looking information can be found in Marksmen's disclosure documents on the SEDAR website at www.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.
 
#January 16, 2019
MARKSMEN ANNOUNCES OPERATIONAL UPDATE

 CALGARY, ALBERTA, January 16, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") is a 60% working interest owner in the Leaman #1horizontal well operated by Hocking Hills Energy and Well Services LLC, in Hocking County, Ohio.

In a press release dated December 19, 2018, Marksmen announced that a new horizontal/lateral leg paralleling the original well bore was successfully drilled at the Leaman #1 horizontal well.

The well has recently been equipped with tanks, a pumping unit, tubing, rods and a bottom hole pump. Current operations include hydraulic fracturing load recovery and well testing which commenced on January 12, 2019. To date approximately 480 barrels of fluid consisting of hydraulic fracturing fluid, formation brine, and crude oil have been produced. Approximately 8% of the total fluid volume was produced as oil. To date the pumping unit has not operated on a full 24-hour cycle but it is anticipated that the pumping rate will stabilize between 120 and 220 barrels per day as hydraulic fracturing load recovery progresses and the well transitions into production. Fluid levels, water testing, pressure data, and other technical data is being collected and evaluated.

Multi-stage hydraulic fracturing was completed in May 2018 which included the introduction of large volumes of water and sand under pressure to stimulate the reservoir. Artificial lift is currently being used to recover the hydraulic fracturing water-load from the reservoir. It is normal for a percentage of the hydraulic fracturing fluid to be recovered during initial operations. Marksmen is very encouraged by high initial pumping rates which indicate excellent connectivity with the reservoir and are also encouraged by the increasing oil cut as we continue hydraulic fracturing load recovery.

Marksmen is very excited by these preliminary results and looks forward to putting the Leaman #1 Clinton Sandstone horizontal well on full production.
For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.


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 news release.

This news release, or the documents referenced may contain certain forward-looking information including without limitation the Company's initial production operations and operational plans and the timing thereof. All statements included herein, 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 assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen's disclosure documents on the SEDAR website at www.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.
 
#December 21, 2018
MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT OF DEBENTURE AND GRANTING OF STOCK OPTION

 CALGARY, ALBERTA, December 21, 2018 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has reached an agreement in principal to complete a non-brokered private placement of a non-convertible secured debenture ("Debenture") for gross proceeds of $1,250,000 (the "Offering") and issue 1,800,000 share purchase warrants of the Company (the "Warrants"). Each whole Warrant entitles the holder thereof to purchase one common share of the Company for $0.24 per share if the Debenture is paid in full by April 30, 2019 and at $0.22 thereafter per share expiring on December 31, 2019. The Debenture is being issued to replace the outstanding $1,250,000 debenture which expires December 31, 2018 and shall bear interest at 12% per annum and shall mature on December 31, 2019. The terms of the Debenture, other than the maturity date, are the same as the debenture that is being replaced.
The subscriber to the Offering is expected to be a company controlled by Mr. Glenn Walsh, an insider of Marksmen and the Offering is expected to close in early January 2019. Completion of the Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange Inc. The securities issued will be subject to a four months hold period from the date of the closing of the Private Placement.

Marksmen also announces the granting of a stock option to purchase 100,000 common shares of the Company to a director subject to regulatory approval. The option was issued with an exercise price of $0.185 per share, vests as to one third (1/3) immediately and one-third (1/3) on each of the first and second anniversaries of the grant date and has a five year term from the date of issuance.
For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.



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 news release.

This news release may contain certain forward-looking information and statements, including without limitation closing the Offering and obtaining regulatory approval for the Debenture. All statements included herein, 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 assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen's disclosure documents on the SEDAR website at www.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.
 

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