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

News Releases

#March 20, 2020
MARKSMEN ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND EARLY WARNING REPORT

 CALGARY, ALBERTA, March 20, 2020 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the closing of its previously announced non-brokered private placement of units (the "Units") of Marksmen (the "Offering"). The Company issued 3,880,280 Units at a price of $0.05 per Unit for aggregate gross proceeds of $194,014. Each Unit is 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 at a price of $0.10 per share expiring two (2) years from the date of issuance.

Pursuant to the Offering, Marksmen paid a cash commission to a qualified non-related party of $1,600 and issued 32,000 broker warrants entitling the holder to acquire one Common Share at a price of $0.05 per share for a period of one (1) year from the date of issuance.

Marksmen intends to use the net proceeds from the Offering of $192,414 to pay $165,000 toward the recompletion of two wells targeting the Clinton Sandstone formation in Portage County, Ohio and the remaining $27,414 as working capital. Marksmen anticipates the first recompletion to begin the last week of March 2020 subject to weather, equipment availability or the State of Ohio initiating additional containment measures related to Covid-19.

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

The Company would like to thank its shareholders for their continued support during these uncertain times.
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Related Party Participation in the Private Placement

Insiders subscribed for an aggregate of 1,170,000 Units in the Offering for a total of 30.15% of the Offering. 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 closing of the Offering, the Company issued 500,000 Units to Peter Geib, for total consideration of $25,000.

As of April 13, 2018, Mr. Geib had control of 8,586,000 Common Shares representing 9.51% of the issued and outstanding Common Shares, 116,666 vested stock options ("Options") and 605,500 Warrants. Assuming the exercise of the Warrants and vested Options, Mr. Geib would have control or direction over 9,308,166 Common Shares, representing 10.22% of the issued and outstanding Common Shares as of April 13, 2018.

Immediately after the closing of the Offering, Mr. Geib had control of 11,886,000 Common Shares representing 10.15% of the issued and outstanding Common Shares, 558,335 vested Options and 1,221,500 Warrants. Assuming the exercise of the Warrants and vested Options, Mr. Geib would have control or direction over 14,887,335 Common Shares, representing 12.39% of the issued and outstanding Common Shares.

The Common Shares are being held by Mr. Geib for investment purposes only, and Mr. Geib 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 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 07, 2020
MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

 CALGARY, ALBERTA, February 7, 2020 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it plans to complete a non-brokered private placement of up to 4,500,000 units (the "Units") of Marksmen at a price of $0.05 per Unit for aggregate gross proceeds of up to a maximum of $225,000 (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 $18,000) and broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 360,000 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 $200,000 toward the recompletion of two wells targeting the Clinton Sandstone formation in Portage County, Ohio and the remaining $25,000 as working capital. Marksmen anticipates the first recompletion to begin in the second half of February subject to weather and equipment availability.

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 21, 2020 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 27, 2020.

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 5, 2020 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 $225,000, 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 timing of the recompletion of the two Clinton Sandstone wells, 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.
 
#December 31, 2019
MARKSMEN ANNOUNCES GRANTING OF STOCK OPTIONS

 CALGARY, ALBERTA, December 31, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces the granting of stock options (the majority of which are to replace incentive stock options that have expired) to purchase 3,050,000 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 $0.05 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.
 
#December 13, 2019
MARKSMEN ANNOUNCES FINAL CLOSING OF PRIVATE PLACEMENT

 CALGARY, ALBERTA, December 13, 2019 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the second and final closing of its previously announced non-brokered private placement of units (the "Units") of Marksmen (the "Offering"). The Company issued 484,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $24,200, bringing the aggregate total under the Offering to 4,494,000 Units, for gross proceeds of $224,700. Each Unit is 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 at a price of $0.10 per share expiring two (2) years from the date of issuance.

Pursuant to this closing, Marksmen paid a cash commission to a qualified non-related party of $200 and issued 4,000 broker warrants entitling the holder to acquire one Common Share at a price of $0.05 per share for a period of one (1) year from the date of issuance.
Marksmen intends to use the net proceeds from this closing of the Offering of $24,000 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 334,000 Units in the second closing of the Offering for a total of 69% of the second 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.

Update on Complaint on Contract

Further to Marksmen's news release of November 28, 2019, Marksmen has now filed an Answer and Counterclaim in response to a Complaint on Contract filed by an operator of a well in Ohio with respect to a business dispute between the operator and Marksmen relating to amounts owing pursuant to the operation of the well.

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 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.
 
#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.
 

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