Marksmen Energy Inc.
TSX VENTURE : MAH

January 25, 2011 08:49 ET

Marksmen Announces Amendments to Transaction and First Closing of Private Placement

CALGARY, ALBERTA--(Marketwire - Jan. 25, 2011) - Marksmen Energy Inc. (TSX VENTURE:MAH) ("Marksmen" or the "Company") announces that the letter of intent ("Letter of Intent") with MAR Oil Company ("MAR") announced on October 20, 2010, has been extended until February 14, 2011. The definitive agreement is expected to be executed and the completion of the transaction is now expected to occur on February 14, 2011, and MAR has until February 14, 2012 to spend $2,000,000 US on mutually agreeable oil and gas activities. The minimum offering amount for Marksmen's private placement set out in the Letter of Intent has been waived.

Marksmen also announces that it has completed the initial closing of a non-brokered private placement (the "Private Placement") for 3,381,666 units ("Units") of the Company at a price of $0.30 per Unit for gross proceeds of $1,014,500. Each Unit consists of one common share ("Common Share") and one-half of one share purchase warrant ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one Common Share at a price of $0.50 per share for a period of one year from the date of closing. The minimum offering amount referred to in the Company's press release of November 2, 2010 is being waived.

The proceeds of the Private Placement will be used for a two well horizontal light oil test in the Eastern United States as well as seismic, land acquisition and other related oil and gas activities. In connection with the Private Placement, cash commissions of up to $4,800 are expected to be paid and 16,000 broker warrants ("Broker Warrants") may be issued to registered dealers. Each Broker Warrant entitles the holder to one (1) Common Share and is exercisable at a price of $0.30 per share for a period of one (1) year from the date of issuance.

All securities issued pursuant to the Private Placement are subject to a four-month hold period in accordance with applicable securities law.

This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, is 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.

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.

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