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

News Releases

#July 12, 2019
MARKSMEN ANNOUNCES INCREASE AND EXTENSION OF PRIVATE PLACEMENT

 CALGARY, ALBERTA, July 12, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it is increasing its previously announced non-brokered private placement of units (the "Units") of Marksmen at a price of $0.05 per Unit by $150,000 for aggregate gross proceeds of up to $500,000 (the "Offering"). Each Unit 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 at a price of $0.10 per share expiring two (2) years from the date of issuance. In connection with the increase in the Offering, the Company has obtained an extension from the TSX Venture Exchange Inc. ("TSXV") for the final closing of the private placement to August 15, 2019.

Further to its press releases of May 31, 2019 and June 28, 2019, in the following order depending on the proceeds raised Marksmen intends to use the net proceeds of the Offering to pay costs related to the Leaman #1 horizontal well of $100,000 for completion/equipping and $90,000 for on-going production testing; $50,000 to establish a Leaman area water injection facility which will be utilized for water injection for the Leaman #1well, as well as for additional horizontal wells drilled in the Company's area of mutual interest with its joint venture partners; capital costs of $125,000 related to well production restoration at the Company's Pickaway County Ohio Cambrian Knox formation oil wells; and the remaining $135,000 as working capital to support light oil exploration activities in Ohio.

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.

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 including the increased 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.
 
#June 28, 2019
MARKSMEN ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT AND ISSUANCE OF DEBENTURE

 CALGARY, ALBERTA, June 28, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the first closing of its previously announced non-brokered private placement of units (the "Units") of Marksmen (the "Offering"). The Company issued 5,900,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $295,000. 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 $0.10 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 July 15, 2019.

Marksmen did not pay any commissions pursuant to the first closing of the Offering.
Marksmen intends to use the net proceeds from this first closing of the Offering to pay costs related to the Leaman #1 horizontal well of $100,000 for completion/equipping and $70,000 for on-going production testing; $40,000 to establish a Leaman area water injection facility which will be utilized for water injection for the Leaman #1well, as well as for additional horizontal wells drilled in the Company's area of mutual interest with its joint venture partners; capital costs of $50,000 related to well production restoration at the Company's Pickaway County Ohio Cambrian Knox formation oil wells; and the remaining $35,000 as working capital to support light oil exploration activities in Ohio.
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 2,400,000 Units in the first closing of the Offering for a total of 40.68% 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.

Issuance of Debenture

The Company also announces that, further to its press release of June 14, 2019, it has issued a non-convertible secured debenture ("Debenture") for gross proceeds of $1,250,000 and issued 1,800,000 share purchase warrants of the Company (the "Debenture Warrants"). Each whole Debenture Warrant entitles the holder thereof to purchase one Common Share for $0.10 per share expiring on December 31, 2020. The Debenture was issued to replace the outstanding $1,250,000 debenture which expires December 31, 2019, shall bear interest at 12% per annum and shall mature on December 31, 2020. The terms of the Debenture, other than the maturity date, are the same as the debenture that is being replaced.
The Debenture and Debenture Warrants were issued to a company controlled by Mr. Glenn Walsh, an insider of Marksmen. Completion of the transaction 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 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, 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.
 
#June 14, 2019
MARKSMEN ANNOUNCES PROPOSED ISSUANCE OF DEBENTURE

 CALGARY, Alberta, June 14, 2019 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. ("Marksmen" or the "Company") (TSX Venture: MAH) (MKSEF) announces that it has reached an agreement in principal to issue a non-convertible secured debenture ("Debenture") for gross proceeds of $1,250,000 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 $0.10 per share expiring on December 31, 2020. The Debenture is being issued to replace the outstanding $1,250,000 debenture which expires December 31, 2019, shall bear interest at 12% per annum and shall mature on December 31, 2020. The terms of the Debenture, other than the maturity date, are the same as the debenture that is being replaced.

The Debenture and Warrants are being issued to a company controlled by Mr. Glenn Walsh, an insider of Marksmen, and the transaction is expected to close in June 2019. Completion of the transaction is subject to regulatory approval, including the approval of the TSX Venture Exchange Inc. The securities issued will be subject to a four month hold period from the date of the closing.

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 Debenture 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.
 
#May 31, 2019
MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

 CALGARY, Alberta, May 31, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") (TSX Venture: MAH) (MKSEF) announces that it plans to complete a non-brokered private placement of up to 7,000,000 units (the "Units") of Marksmen at a price of $0.05 per Unit for aggregate gross proceeds of up to a maximum of $350,000 (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 $0.10 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 $28,000) and broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 560,000 Broker Warrants). Each Broker Warrant will entitle the 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 issuance.

In the following order depending on the proceeds raised Marksmen intends to use the net proceeds of the Offering to pay costs related to the Leaman #1 horizontal well of $100,000 for completion/equipping and $70,000 for on-going production testing; $40,000 to establish a Leaman area water injection facility which will be utilized for water injection for the Leaman #1well, as well as for additional horizontal wells drilled in the Company's area of mutual interest with its joint venture partners; capital costs of $50,000 related to well production restoration at the Company's Pickaway County Ohio Cambrian Knox formation oil wells; and the remaining $90,000 as working capital to support light oil exploration activities in Ohio.

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 June 30, 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 June 15, 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 May 30, 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 $350,000, 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.
 
#April 04, 2019
MARKSMEN ANNOUNCES GRANTING OF STOCK OPTIONS

 CALGARY, ALBERTA, April 4, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces the granting of stock options to purchase 1,030,000 common shares of the Company to directors, officers, employees and consultants subject to regulatory and TSX Venture Exchange approval. The options were issued with an exercise price of $0.10 per share, vest 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 have 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, statements pertaining to 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.
 

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