MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

CALGARY, ALBERTA, July 12, 2023 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. (“Marksmen” or the “Company”) (TSXV: MAH) is pleased to announce 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 (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. The Warrants will include an acceleration provision whereby if the Company's Common Shares trade at a price greater than $0.15 for a period of 20 trading days, Marksmen may accelerate the expiry of the Warrants.

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 recomplete an upper zone in a well in Pickaway County for $150,000, additional surface equipment for $50,000, lease additional land associated with this well for $100,000 and the remaining $50,000 for 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 August 31, 2023, 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 about July 28, 2023.

Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Company set July 11, 2023, 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.