Marksmen Energy Inc.
TSX VENTURE : MAH

Marksmen Energy Inc.

February 26, 2013 08:45 ET

Marksmen Announces Proposed Private Placement and Corporate Update

CALGARY, ALBERTA--(Marketwire - Feb. 26, 2013) - Marksmen Energy Inc. ("Marksmen" or the "Company") (TSX VENTURE:MAH) announces that it plans to complete a non-brokered private placement of up to 15,000,000 units (the "Units") of Marksmen at a price of $0.15 per Unit for aggregate gross proceeds of up to $2,250,000 (the "Offering"). The Units will be 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 for $0.30 expiring 12 months from the date of the closing of the Offering, provided that, if the Common Shares close at or above $0.50 for 10 trading days at any time after the expiry of four months and one day from the date of issuance, the expiry date shall be automatically reduced to the date that is 30 days after the date the Company provides written notice to the holders of Warrants of the new expiry date.

Marksmen may pay a commission or finder's fee to qualified non-related parties equal to up to 8% of the gross proceeds of the Offering (up to $180,000) and broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 1,200,000). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.15 per Broker Warrant for a period of up to 12 months from the date of issuance.

The proceeds of the Offering will be used for general working capital purposes and to fulfill the obligations of the Knox JV Agreement and the Houghton JV Agreement (as defined herein). It is expected that management and Directors of the Company will participate in the Offering.

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

Corporate Update

The Company announces that in addition to the terms of the joint exploration and operating agreement (the "Knox JV Agreement") with Knox Energy Inc. ("Knox") previously announced by Marksmen on January 14, 2013, the Company is responsible for Knox's 30% pre-completion costs in the first three wells drilled based on the results of a 3D seismic survey. The 3D seismic survey must be funded within four months of the date of the Knox JV Agreement or it will be terminated.

The Company also announces that in addition to the terms of the joint exploration agreement (the "Houghton JV Agreement") with Houghton Investments, LLC ("Houghton") previously announced by Marksmen on February 14, 2013, the net royalty interest for the Houghton oil and gas leasehold interests ("Houghton Leases") is variable for individual leases and will be no more than 87.5% and no less than 81.25%. In addition, for wells drilled on a non-Houghton Lease, the available working interest will be divided 90% to Marksmen and 10% to Houghton and two wells must be commenced on Houghton Leases, or within a half-mile of Houghton Leases, within 12 months from the date of the Houghton JV Agreement or it will be terminated.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the closing of the private placement including the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, including 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.

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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