Marksmen Resources Ltd.
TSX VENTURE : MA

Marksmen Resources Ltd.

November 07, 2005 09:00 ET

Marksmen Resources Ltd.: $4,000,000 Private Placement

COMOX, BRITISH COLUMBIA--(CCNMatthews - Nov. 7, 2005) - Marksmen Resources Ltd. (TSX VENTURE:MA) ("Marksmen" or the "Company") is pleased to announce that Jennings Capital Inc. ("Jennings" or the "Agent") has been engaged by Marksmen to complete a private placement, on a best efforts basis, of gross proceeds of up to $4,000,000 (the "Offering"). The Offering will be comprised of a combination of up to 7,500,000 common shares issued on a flow-through basis ("Flow-Through Shares") at a price of $0.40 per Flow-Through Share and up to 5,000,000 units ("Units") at a price of $0.30 per Unit such that the aggregate gross proceeds of the Offering shall not exceed $4,000,000. Each Unit will consist of one non-flow-through common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share of Marksmen at a price of $0.40 per common share on or before June 30, 2007.

The Offering is subject to regulatory approval. For its services in connection with this Offering, the Agent will be paid a cash commission equal to 8% of the gross proceeds of the Offering, as well as Agent's Warrants equal to 5% of the aggregate of flow-through shares and Units sold in the Offering. Each Agent's Warrant will allow the holder to acquire one common share of Marksmen on or before June 30, 2007 at a price of $0.40 per common share.

Proceeds of the Offering will be used to finance Marksmen's drilling program in southeast Saskatchewan and at Riviere, Alberta. The Offering proceeds will also be used for new exploration and development projects identified by Marksmen, and for general operating purposes.

It is not anticipated that any new insiders will be created, nor that any change of control will occur as a result of the private placement.



On behalf of the Board of Directors

"Peter Malenica"
PETER MALENICA
President & CEO, Director


This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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