MARKSMEN ANNOUNCES TERMINATION OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT, PROPOSED NEW PRIVATE PLACEMENT AND RESIGNATION OF DIRECTOR AND OFFICER - Seite 2

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

The Company set May 9, 2024 as the record date for determining existing shareholders entitled to subscribe for Units pursuant to the Existing Security Holder Exemption. Subscribers purchasing Units under the Existing Security Holder Exemption will need to represent in writing that they meet certain requirements of the Existing Security Holder 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 Security Holder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

As the Company is also relying on the Exemption for Sales to Purchasers Advised by Investment Dealers, it confirms that there is no material fact or material change related to the Company which has not been generally disclosed. In addition to offering the Units pursuant to the Existing Security Holder Exemption and the Exemption for Sales to Purchasers Advised by Investment Dealers, the Units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the Company determines to increase the gross proceeds of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $300,000, Units will be allocated pro rata among all subscribers qualifying under all available exemptions.

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The Common Shares, Warrants and Broker Warrants issued will be subject to a four month hold period from the date of the closing of the Offering.

It is expected that insiders of the Company will participate in the Offering.

The Company also announces the resignation of Dale Burstall, as a director and Corporate Secretary of Marksmen. "On behalf of everyone at Marksmen, we want to thank Dale for his commitment and service to Marksmen, and its shareholders, for more than a decade as counsel, a director, Corporate Secretary and multi-committee member and we wish him all the best in the future," said Archie Nesbitt, President and Chief Executive Officer of Marksmen.