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

News Releases

#November 28, 2019
MARKSMEN ANNOUNCES CONSOLIDATED FINANCIAL RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019

 Calgary, Alberta, November 28, 2018. Marksmen Energy Inc. ("Marksmen" or the "Company") and its wholly owned subsidiary Marksmen Energy USA, Inc. announces financial results for the interim period ended September 30, 2019. The following documents have been filed on SEDAR:

• Financial Statements
• Management's Discussion and Analysis ("MD&A")
• Form 52-109FV2 Certificate of Interim Filings -- CEO
• Form 52-109FV2 Certificate of Interim Filings -- CFO

These filings may be viewed on the SEDAR website at www.sedar.com.

Also, as included in the subsequent event section in the financial statements and MD&A, Marksmen discloses that, as a working interest partner, the Company has an on-going business dispute with the Operator of a well in Ohio. The Company has held back paying certain amounts owing contingent on the outcome of a joint venture audit that the Company is currently conducting on the well. Marksmen has included the held back funds in its accounts payable and accrued liabilities section of its financial statements as at September 30, 2019. On November 26, 2019, Marksmen Energy USA, Inc. received a Complaint on Contract issued in Hocking County, Ohio, Common Pleas Court claiming an amount owing pursuant to the operation of the well, in an amount exceeding $25,000, to be determined at trial. Marksmen disputes this claim and will file a counterclaim.

For additional information regarding this news release please contact Archie Nesbitt, CEO and President 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. 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.
 
#November 26, 2019
MARKSMEN ANNOUNCES CORRECTION TO NEWS RELEASE

 CALGARY, ALBERTA, November 26, 2019 -- Marksmen Energy Inc. ("Marksmen" or the
"Company") announces corrections to its news release dated November 22, 2019 with respect to the completion of the first closing of its previously announced non-brokered private placement of units (the "Units") of Marksmen (the "Offering"). The Company disclosed that the Units are comprised of one (1) common share ("Common Share") and one-half of one (1/2) share purchase warrant ("Warrant") of Marksmen, however, the Units are comprised of one Common Share and one Warrant.

This incorrect disclosure was also reflected in the number of Warrants held by Mr. Archie Nesbitt under the heading Early Warning Report. The news release stated that immediately after the first closing of the Offering, Mr. Nesbitt owned, directly and indirectly, 10,832,697 Common Shares representing 9.67% of the issued and outstanding Common Shares, 1,770,833 Warrants and
1,198,327 vested Options. Assuming the exercise of the Warrants and vested Options, Mr. Nesbitt would own, directly and indirectly, 14,292,530 Common Shares, representing 12.38% of the issued and outstanding Common Shares. With the correct number of Warrants reflected, immediately after the first closing of the Offering, Mr. Nesbitt owned, directly and indirectly, 10,832,697 Common Shares representing 9.67% of the issued and outstanding Common Shares, 1,925,833 Warrants and 1,198,327 vested Options. Assuming the exercise of the Warrants and vested Options, Mr. Nesbitt would own, directly and indirectly, 14,447,530 Common Shares, representing 12.51% of the issued and outstanding Common Shares.

A report respecting this acquisition has been filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and is available for viewing on the Company's profile at www.sedar.com.

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.
 
#November 22, 2019
MARKSMEN ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT

 CALGARY, ALBERTA, November 22, 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 4,010,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $200,500. 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 December 6, 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 $25,000 related to the planning and engineering of the previously announced 40 well re-completion program targeting the Clinton Sandstone formation in Portage County, Ohio; $140,000 for the first re-complete well planned to begin in December of 2019 or January of 2020; and the remaining $35,500 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 810,000 Units in the first closing of the Offering for a total of 20.2% 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.

Early Warning Report

In connection with the first closing of the Offering, the Company issued 310,000 Units to Archibald J. Nesbitt & Company Ltd., a company wholly owned by Archie Nesbitt, for total consideration of $15,500.

Prior to the first closing of the Offering, Mr. Nesbitt owned, directly and indirectly, 10,522,697 Common Shares, representing 9.74% of the issued and outstanding Common Shares, 1,615,833 Warrants and 1,689,000 stock options of the Company ("Options"), of which 1,198,327 Options had vested. Assuming the exercise of all vested Options and outstanding Warrants, Mr. Nesbitt would have owned, directly and indirectly, 11.62% of the issued and outstanding Common Shares at that time.

Immediately after the first closing of the Offering, Mr. Nesbitt owned, directly and indirectly, 10,832,697 Common Shares representing 9.67% of the issued and outstanding Common Shares, 1,770,833 Warrants and 1,198,327 vested Options. Assuming the exercise of the Warrants and vested Options, Mr. Nesbitt would own, directly and indirectly, 14,292,530 Common Shares, representing 12.38% of the issued and outstanding Common Shares.

The Common Shares are being held by Mr. Nesbitt for investment purposes only, and Mr. Nesbitt may from time to time, acquire or dispose of all or a portion of the Common Shares.

A report respecting this acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on the Company's profile at www.sedar.com.

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.
 
#October 03, 2019
MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

 CALGARY, ALBERTA, October 3, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it plans to complete a non-brokered private placement of up to 11,500,000 units (the "Units") of Marksmen at a price of $0.05 per Unit for aggregate gross proceeds of up to a maximum of $575,000 (the "Offering"). There is no minimum Offering. The Units will be comprised of one (1) common share ("Common Share") and one (1) 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 $46,000) and broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 920,000 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 $25,000 related to the planning and engineering of the previously announced 40 well re-completion program targeting the Clinton Sandstone formation in Portage County, Ohio; $410,000 for the first three re-complete wells planned to begin in the fourth quarter of 2019; and the remaining $94,000 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 November15, 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 October 25, 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 October 1, 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 $575,000, 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.
 
#September 12, 2019
MARKSMEN ANNOUNCES LETTER AGREEMENT WITH OHIO OIL AND GAS COMPANY

 CALGARY, ALBERTA, September 12, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has entered into a Letter Agreement with a private oil and as company ("Third Party") in Ohio, USA to plug back and recomplete up to 40 Rose Run formation wells in the by-passed Clinton Sandstone formation. Additionally, the Third Party agrees to grant Marksmen a right of first refusal (ROFR) to the end of December 2020 to participate in the drilling of horizontal Clinton Sandstone well(s) and vertical Rose Run wells. These wells are located in Portage County, Ohio on lands owned by the Third Party in the very well-established East Canton oilfield.
To begin the recompletion part of the program, the Third Party has provided a list of the first eight prospective wells and Marksmen has chosen the first four wells to begin the program. Marksmen will be the operator in charge of the recompletion work. After each recompletion of a well in the Clinton Sandstone formation Marksmen will have up to 30 days to begin work on the next recompletion well. Marksmen also has the right to terminate the drilling of additional wells at any time.

The target recompletion zone is the Clinton Sandstone formation (approximate depth of 4,500 feet) that was by-passed during the drilling of numerous Rose Run formation wells (approximate depth of 7,500 feet). Marksmen's professional team in Ohio has analysed analogous well data as provided by the Third Party as well as public well records from the Ohio Department of Natural Resources (ODNR) and has determined that there are up to 40 wells which are candidates for re-completion.

The production from the Clinton Sandstone consists of Pennsylvania grade, light sweet crude, approximately 37API as well as some natural gas. All necessary surface equipment including pumpjacks, oil storage tanks, gas delivery lines, as well as downhole pumps, rods and tubing are in place at each well location.

Each recompletion is expected to cost approximately $100,000 USD and will take approximately two weeks to complete. The recompletion will consist of plugging back the existing Rose Run formation followed by perforating and hydraulically fracturing of the Clinton Sandstone formation (up to 90 feet thick).

The working interest split of each well will be 80% Marksmen and 20% Third Party until such time as 125% of all capital expenditures ("payout") has been achieved by Marksmen. At that time, the working interest split will change to 55% Marksmen and 45% to the Third Party for the remaining economic life of each well.

Marksmen has determined that it will likely receive West Texas Intermediate (WTI) oil pricing less a small discount and natural gas at prevailing spot market prices in that region of Ohio. Royalties are estimated in the 12.5% to 15% range of revenue depending on agreements in each well.

Marksmen and the Third Party agree that they will conclude a Joint Operating Agreement (JOA) within thirty days from September 11, 2019 to detail the terms and conditions outlined in the Letter Agreement.

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 statements regarding Marksmen's expectations of finalizing a JOA with the Third Party on the terms described in this press release, expectations of a successful recompletion program and expectations regarding anticipated costs, timing, prices of production sold and royalties relating to the recompleted wells. 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, including the risk that Marksmen and the Third Party do not conclude a JOA on satisfactory terms, the risk that the JOA terms differ from the terms of the Letter Agreement, the risk that prices for production sold, royalties or costs differ from the assumptions described herein, and the risk that the recompletion program is not successful or is terminated at any time by Marksmen. 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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