Marksmen Energy Inc.
TSX VENTURE : MAH
OTCQB : MKSEF

Marksmen Energy Inc.

December 21, 2016 16:30 ET

Marksmen Announces Proposed Private Placement

CALGARY, ALBERTA--(Marketwired - Dec. 21, 2016) - Marksmen Energy Inc. ("Marksmen" or the "Company") (TSX VENTURE:MAH)(OTCQB:MKSEF) announces that it plans to complete a non-brokered private placement of up to 12,500,000 units (the "Units") of Marksmen at a price of $0.10 per Unit for aggregate gross proceeds of up to $1,250,000 (the "Offering"). There is no minimum 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 $0.25 expiring two (2) years from the date of the closing of the Offering.

Marksmen may pay a commission or finder's fee to qualified non-related parties of up to 8% of the gross proceeds of the Offering (up to $100,000) and broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 1,000,000 Broker Warrants). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.10 per Broker Warrant for a period of one (1) year from the date of issuance.

Marksmen intends to use the net proceeds of the Offering in the following order (cost estimates are in $CDN): to deepen a well located at the Delong Davis #1 location at a gross cost of approximately $50,000 ($25,000 net); and drill one or two offset wells to the Davis Holbrook #1 well estimated at $400,000 each (a third party has the right to participate in these wells up to 25%). Additionally, the Company may acquire additional land in conjunction with a third-party partner and undertake seismic on existing and/or new lands estimated at $250,000. Marksmen will use the remaining proceeds to farm-in on new wells or recompletion opportunities with third parties in Ohio and Alberta.

The Offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until January 31, 2017 or such other date or dates as the Company determines and one or more closings are expected to occur, with the first closing anticipated for December 30, 2016. Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Corporation has set December 19, 2016 as the record date for the purpose of determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder 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 Shareholder 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 Shareholder Exemption and to 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 $1,250,000, 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 and 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.

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, the closing of the private placement, statements pertaining to the use of proceeds, and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. 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.

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