Marksmen Resources Ltd.

Marksmen Resources Ltd.

October 05, 2005 21:15 ET

Marksmen Resources Ltd.: Update on Signet Financing

COMOX, BRITISH COLUMBIA--(CCNMatthews - Oct. 5, 2005) - Further to a press release dated June 16, 2005, Marksmen Resources Ltd. ("Marksmen") (TSX VENTURE:MA.A) announces that the financing of Signet Mineral Inc. ("Signet") being conducted in conjunction with the minerals property spinout and Plan of Arrangement between Marksmen and Signet has been amended. The financing will be a combination of a brokered financing, with Pacific International Securities Inc. acting as agent on a best efforts basis (the "Agent"), and a non-brokered financing for total gross proceeds of a minimum of $750,000 and a maximum of $1,600,000 (the "Offering"). The Offering, which will capitalize Signet, will be comprised of a combination of common shares issued on a flow-through basis at a price of $0.20 per Flow-Through Share and Units at a price of $0.15 per Unit, with each Unit consisting of one regular common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder thereof to purchase one common share of Signet at any time for a period of 18 months following the closing date at a price of $0.20 per common share. Pursuant to the combined brokered and non-brokered financing, a minimum of 5,000,000 Units, for gross proceeds of $750,000, and a maximum of 8,333,333 Units, for gross proceeds of $1,250,000 will be offered. Additionally, a minimum of 500,000 Flow-Through Shares, for gross proceeds of $100,000, and a maximum of 1,750,000 Flow-Through shares, for gross proceeds of $350,000 will be offered. The Offering is subject to regulatory approval. For its services in connection with the brokered portion of the Offering, the Agent will be paid a cash commission equal to 8% of the gross proceeds of the brokered financing, as well as compensation warrants equal to 10% of the aggregate of Flow-Through Shares and Units sold in the brokered financing. Each compensation warrant, which will allow the holder to acquire one common share of Signet, will be exercisable at a price of $0.15 for a period of 18 months from the closing date of the Offering.

Marksmen also announces that the minerals property spinout by Plan of Arrangement and the Offering described above is now anticipated to close on or about October 11, 2005. It is anticipated that at the close of the markets on October 11, 2005, the shares of Marksmen will be halted in order to facilitate the completion of the arrangement. Further details with respect to the closing of the spin-out and the Offering will be issued in a press release issued on the closing date.

For additional information regarding the oil and gas operations please contact Peter Malenica at (403) 969-9585 or e-mail For information regarding the spinout or the mineral operations, please contact Kieran Downes at (250) 729-0529.

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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