MAH Marksmen Energy Inc

Marksmen Energy Inc. (“Marksmen” or the “Company”) announces that it has completed the second and final closing (“Second Tranche”) of its previously announced non-brokered private placement, which was increased to 3,125,002 units (the “Units”) of Marksmen at a price of $0.12 per Unit, for aggregate gross proceeds of $375,000 (the “Offering”). The Company issued 731,667 Units under the Second Tranche for gross proceeds of $87,800, bringing the aggregate total under the Offering to 3,125,002 Units, for gross proceeds of $375,000. Each Unit is comprised of one (1) common share (“Common Share”) and one-half of one (1/2) share purchase warrant (“Warrant”) of Marksmen. Each whole Warrant entitles the holder thereof to purchase one Common Share at a price of $0.24 per share, expiring two (2) years from the date of issuance.

Marksmen did not pay any cash commissions or issue any broker warrants in connection with the Second Tranche.

Further to its press releases of October 19, 2018 and November 2, 2018, Marksmen intends to use the net proceeds of the Offering to pay for capital expenditures related to remedial and completion work on the Leaman #1 well of approximately $150,000 and the remainder for extra road and lease upgrades, as directed by Ohio Department of Natural Resources.

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSXV. The securities issued are subject to a four month hold period from the date of issuance.

Related Party Participation in the Private Placement

An insider subscribed for 155,000 Units in the Second Tranche for a total of 21.18% of the Second Tranche. As insiders of Marksmen participated in this 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.

For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.  

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the use of proceeds and the Company's ability to obtain necessary approvals from the TSXV. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties.  There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.  A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen’s disclosure documents on the SEDAR website at www.sedar.com.  Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.