MARKSMEN ANNOUNCES TERMINATION OF PREVIOULSY ANNOUNCED PRIVATE PLACEMENT, PROPOSED NEW PRIVATE PLACEMENT AND RESIGNATION OF DIRECTOR AND OFFICER

CALGARY, ALBERTA, April 24, 2024 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. (TSXV: MAH) (“Marksmen” or the “Company”) announces that, further to its news releases dated February 22 and April 4, 2024, it has terminated its previously announced non-brokered private placement of up to 10,000,000 units of Marksmen at a price of $0.025 per unit for aggregate gross proceeds of up to a maximum of $250,000, and that it now intends to complete a non-brokered private placement of up to 20,000,000 units of Marksmen (“Units”) at a price of $0.015 per Unit for aggregate gross proceeds of up to a maximum of $300,000(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 consecutive 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 $24,000) and broker warrants (the “Broker Warrants”) equal to up to 8% of the number of Units sold in the Offering (up to 1,600,000 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 ($24,000 (8%)), (ii) undertake projects as recommended by its consultant Apex Global Engineering Inc. (“Apex”) to optimize production of all wells in Pickaway County, Ohio ($120,000 (40%)); (iii) undertake a technical review and pursue farm-in drilling opportunities in Central Alberta also presented to Marksmen by Apex ($125,000 (42%)); and (iv) the remainder for working capital ($30,000 (10%)).

The Offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the Existing Security Holder Exemption. This offer is open until June 7, 2024 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 May 10, 2024 or such other date or dates as the Company determines.