MAH Marksmen Energy Inc

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 2,490,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $124,500. 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, subject to acceleration provisions (see news release dated July 12, 2023).

Pursuant to the first closing of the Offering, Marksmen paid cash commissions to a qualified non-related party of $2,000 and issued 40,000 broker warrants, each broker warrant 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 of $122,500 from the first closing of the Offering to complete an upper zone in a well in Pickaway County, Ohio.

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.

The Company expects to complete a second closing on or before September 29, 2023.

Related Party Participation in the Private Placement

Insiders subscribed for an aggregate of 890,000 Units in the first closing of the Offering for a total of 36%. 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.

Early Warning Report

In connection with the first closing of the Offering, the Company issued 300,000 Units to Mr. Archie Nesbitt, indirectly, for total consideration of $15,000.

As at the date of Mr. Nesbitt's previously filed early warning report of November 25, 2019, Mr. Nesbitt held, directly and indirectly, 10,832,697 Common Shares representing 9.67% of the issued and outstanding Common Shares, 1,198,327 vested stock options ("Options") and 1,925,833 Warrants. Assuming the exercise of the Warrants and Options, Mr. Nesbitt would have had control or direction over 14,447,530 Common Shares, representing 12.51% of the issued and outstanding Common Shares as of November 22, 2019. Since that time, the Company has increased the number of Common Shares issued and outstanding pursuant to the completion of private placements and the exercise by shareholders of convertible securities. The increase to the Company's issued and outstanding Common Shares and the acquisition of the Units resulted in a decrease to Mr. Nesbitt's diluted and undiluted holdings of 2.88% and 2.72%, respectively, which triggered the requirement to file an early warning report.

Immediately after the first closing of the Offering, Mr. Nesbitt held, directly and indirectly, 13,210,497 Common Shares, representing 6.95% of the issued and outstanding Common Shares, 2,705,833 Warrants and 2,925,000 Options. Assuming the exercise of the Warrants and Options, Mr. Nesbitt will have control or direction over 18,841,330 Common Shares, representing 9.63% of the issued and outstanding Common Shares.

Mr. Nesbitt's acquisition of the Units was made for investment purposes and Mr. Nesbitt intends to increase or decrease his holdings in the Company depending on market conditions and as circumstances warrant.

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.sedarplus.ca.

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 second closing of the private placement, statements pertaining to the use of proceeds, the Company's ability to obtain necessary approvals from the TSX Venture Exchange and Mr. Nesbitt’s intentions regarding his holdings of securities of the Company. 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.sedarplus.ca. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.