Marksmen Resources Ltd.
TSX VENTURE : MA

Marksmen Resources Ltd.

November 17, 2005 15:31 ET

Marksmen Resources Ltd.: Revised Private Placement

COMOX, BRITISH COLUMBIA--(CCNMatthews - Nov. 17, 2005) - Marksmen Resources Ltd. (TSX VENTURE:MA) ("Marksmen" or the "Company") announces that the terms of the previously announced private placement has been revised to better reflect current market conditions. The Offering will now be comprised of up to 7,500,000 common shares issued on a flow-through basis ("Flow-Through Shares") at a price of $0.35 per Flow-Through Share for gross proceeds of up to $2,625,000.

The Offering is subject to regulatory approval. For its services in connection with this Offering, Jennings Capital Inc. ("Jennings" or 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 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 $0.35 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.

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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