Marksmen Announces Second Closing of Private Placement and Early Warning Report

CALGARY, Alberta, July 27, 2020 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. (TSXV: MAH) (OTCQB: MKSEF) (“Marksmen” or the “Company”) announces that it has completed the second closing of its previously announced non-brokered private placement of units (the “Units”) of Marksmen (the “Offering”). The Company issued 3,150,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $157,500, bringing the aggregate total raised to date under the Offering to $321,000. 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 $0.075 per share expiring two (2) years from the date of issuance.

Marksmen paid no cash commissions pursuant to the second closing of the Offering.

Marksmen intends to use the gross proceeds from the second closing of the Offering to pay $135,000 toward the recompletion of a well targeting the Clinton Sandstone formation in Portage County, Ohio, and the remaining $22,500 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.

The Company intends to complete a third and final closing no later than August 13, 2020.

Related Party Participation in the Private Placement

Insiders subscribed for all of the Units in the second closing of the Offering for a total of 100% of the Offering. As insiders of Marksmen participated in this second 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.