MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

CALGARY, ALBERTA, Feb. 22, 2024 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. (TSXV: MAH), (OTC QB: MKSEF) (“Marksmen” or the “Company”) is a junior oil and gas company with operations in Ohio, USA, and Alberta, Canada and is pleased to announce that it plans to complete a non-brokered private placement of up to 10,000,000 units (the “Units”) of Marksmen at a price of $0.025 per Unit for aggregate gross proceeds of up to a maximum of $250,000 (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 $0.05 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 $0.10 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 $20,000) and broker warrants (the “Broker Warrants”) equal to up to 8% of the number of Units sold in the Offering (up to 800,000 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, assuming the maximum Offering, Marksmen intends to use the proceeds of the Offering to: (i) pay the expenses of the Offering and commissions ($20,000 (8%)), (ii) undertake projects as recommended by its consultant Apex Global Engineering Inc. (“Apex”) to complete existing oil well optimization and to evaluate lower target intervals in the HD2 well in Pickaway County ($130,000 (52%)); (iii) complete a technical review with its partners at EMF Geoscience of a proposed Cambrian Knox formation well in Wayne County, Ohio in 2024 ($40,000 (16%)); (iv) undertake a technical review and pursue farm-in drilling opportunities in Central Alberta also presented to Marksmen by Apex ($50,000 (20%)); and (v) the remainder for working capital ($10,000 (4%)).