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

News Releases

#December 31, 2020
MARKSMEN ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT

 CALGARY, ALBERTA, December 31, 2020 -- 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 2,425,000 Units at a price of $0.04 per Unit for aggregate gross proceeds of $97,000. 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 $0.07 per share expiring two (2) years from the date of issuance.

Marksmen paid no cash commissions pursuant to the Offering.
Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of The TSX Venture Exchange Inc. ("TSXV"). The securities issued are subject to a four month hold period from the date of issuance.

Further to Marksmen's news release of November 18, 2020, in order to comply with the requirements of the TSXV, the Broker Warrants will have an exercise price of $0.05 per Broker Warrant.

Related Party Participation in the Private Placement

Insiders subscribed for all of the 2,425,000 Units in the first closing of the Offering for a total of 100%. As insiders of Marksmen participated in this first closing of the 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 the first 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 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
 
#December 18, 2020
MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT AND CHANGES TO BOARD OF DIRECTORS

 CALGARY, ALBERTA, December 18, 2020 -- Marksmen Energy Inc. ("Marksmen" or the "Company") is pleased to announce that it plans to complete a non-brokered private placement of up to 8,750,000 units (the "Units") of Marksmen at a price of $0.04 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 (1) share purchase warrant ("Warrant") of Marksmen. Each whole Warrant entitles the holder thereof to purchase one Common Share for $0.07 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 700,000 Broker Warrants). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.04 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 $75,000 of debenture interest, $200,000 towards recompletion of wells targeting the Clinton Sandstone formation in Portage County, Ohio and $47,000 towards working capital.

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 February 1, 2021 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 on or before December 30, 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 December 18, 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 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.
Changes to Board of Directors

Marksmen also announces that it held its annual and special meeting of shareholders today, at which Dr. Peter Geib, a director of the Corporation, did not stand for re-election. The board of directors and management of the Corporation thank Dr. Geib for his dedication and services to Marksmen and wish him every success in his future endeavors. Subject to the approval of the TSX Venture Exchange, Martin (Marty) Shumway has been elected to the board of directors and has also been appointed as the Vice President, Operations of the Corporation. Mr. Shumway has previously worked closely with Marksmen as Vice President of Operations of the Corporation's subsidiary, Marksmen Energy USA, Inc., and the board of directors looks forward to working with him on the board of Marksmen.

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.
 
#November 26, 2020
MARKSMEN ANNOUNCES THAT IT HAS FILED DISCLOSURE DOCUMENTS

 NEWS RELEASE For Immediate Release November 26, 2020
Marksmen Energy Inc.
TSX Venture Exchange -- MAH
OTC Venture Marketplace -- MKSEF
Q3 2020 FILINGS ON SEDAR
CALGARY, ALBERTA, November 26, 2020 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has filed disclosure documents for the three and nine-months ended
September 30, 2020 on SEDAR as listed below:
• Unaudited Financial Statements
• Management's Discussion and Analysis
• CEO certificate of interim filings
• CFO certificate of interim filings

These documents can be found in Marksmen's disclosure documents on the SEDAR website 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. 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 04, 2020
MARKSMEN ANNOUNCES THIRD AND FINAL CLOSING OF PRIVATE PLACEMENT

 CALGARY, ALBERTA, September 4, 2020 -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the third and final closing of its previously announced non-brokered private placement of units (the "Units") of Marksmen (the "Offering"). The Company issued 465,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $23,250, bringing the aggregate total raised to date under the Offering to $344,250. 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 $0.075 per share expiring two (2) years from the date of issuance.

Marksmen paid no cash commissions pursuant to the Offering.
Marksmen intends to use the gross proceeds raised under the entire Offering to pay debenture interest of $75,000, $250,000 toward the recompletion of a well targeting the Clinton Sandstone formation in Portage County, Ohio, and the remaining $19,250 as working capital.

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.

Related Party Participation in the Private Placement

Insiders subscribed for 365,000 of the Units in the third and final closing of the Offering for a total of 78.49% of the third and final closing of the Offering. As insiders of Marksmen participated in this third and final closing of the 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 the first 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, 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.
 
#August 04, 2020
MARKSMEN ANNOUNCES SUCCESSFUL SETTLEMENT AGREEMENT

 CALGARY, ALBERTA, August 4, 2020 -- Marksmen Energy Inc. and its wholly owned subsidiary, Marksmen Energy USA, Inc. ("Marksmen" or the "Company") announces that further to its news releases issued on November 28, 2019 and December 13, 2019, it has successfully defended a legal claim initiated by Hocking Hills Energy and Well Services LLC ("HHE") of Ohio. HHE is the operator of the Leaman #1 Clinton Sandstone Horizonal ("CSH") well drilled in Hocking County, Ohio, of which Marksmen was a 60% working interest partner. A settlement agreement (the "Agreement") has been reached effective June 23, 2020.

In the fall of 2019 Marksmen held back payment of certain amounts totaling approximately $190,800 USD owing to HHE, pending the results of a joint venture audit. Marksmen has included these amounts as liabilities in its year end and quarterly financial statements pending the outcome of the joint venture audit, which was then superseded by the need to settle this legal matter.

Before the audit was completed HHE entered a claim in Hocking Common Pleas Court, Ohio. Marksmen petitioned and was successful in moving the claim to the Federal Court in Ohio. Marksmen put forward counter claims that clearly outlined its position. The Federal Court mandates that all claims of this type must go through a mediation process. This took place in two sessions and an Agreement was reached on June 23, 2020 and legal documents were concluded at the end of July.

Pursuant to the Agreement, HHE agreed to dismiss all claims against Marksmen including its claim for approximately $190,800 USD. Marksmen will make appropriate accounting adjustments to remove these liabilities from its financial statements.

Marksmen agreed as part of the Agreement to assign to HHE its 60% working interest in the well and associated lands in the Area of Mutual Interest ("AMI"). In exchange HHE grants Marksmen, effective January 1, 2020, a 5% overriding royalty interest related only to its 60% working interest, in the revenues from the Leaman #1 well and any wells drilled in the future on the lands in the AMI. This provides Marksmen a revenue stream and protects it from high operating costs and any additional capital expenditures.

As part of the Agreement and to fully settle all of Marksmen's claims, HHE agreed to pay Marksmen $60,000 USD on or before July 31, 2020 (these funds have been received by Marksmen) and a further payment of $20,000 USD on or before August 31, 2020 (the "Second Payment"). HHE may in its discretion defer the Second Payment until September 30, 2020. However, if the Second Payment is not made on or before August 31, 2020, the amount due by September 30, 2020 will be $30,000.

HHE also agrees to indemnify and hold Marksmen harmless in any claims from third parties related to the Leaman #1 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 Second Payment. 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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