CALGARY, Alberta, Nov. 02, 2018 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. (“Marksmen” or the
“Company”) announces that it has completed the first closing of its previously announced non-brokered private
placement. The Company issued 2,393,335 units (the “Units”) of Marksmen at a price of $0.12 per Unit for aggregate
gross proceeds of $287,200 (the “Offering”). Each Unit is 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 at a price of $0.24 per share expiring two (2) years from the date of
issuance. The Company intends to complete a second closing of the Offering on or prior to November 30, 2018.
Pursuant to the first closing of the Offering, Marksmen paid a cash commission to qualified non-related parties
of $800 and issued 8,000 broker warrants entitling the holder to acquire one Common Share at a price of $0.12 per share for a
period of one (1) year from the date of issuance.
Further to its press release of October 19, 2018, Marksmen intends to use the net proceeds of the Offering to
pay for capital expenditures related to remedial and completion work on the Leaman #1 well of approximately $150,000 and the
remainder for extra road and lease upgrades as directed by Ohio Department of Natural Resources.
Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the
TSXV. The securities issued are subject to a four month hold period from the date of issuance.
Related Party Participation in the Private Placement
Insiders subscribed for an aggregate of 1,118,334 Units in the first closing of the Offering for a total of
46.73% of the first closing. As insiders of Marksmen participated in this Offering, it is deemed to be a “related party
transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special
Transactions (“MI 61-101”).
Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has
knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101
(pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of
the Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the Offering
because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing
of the Offering and the Company wished to close on an expedited basis for business reasons.
For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the
Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.
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,
statements pertaining to the use of proceeds, obtaining subscriptions for the remainder of the Offering and the Company's ability
to obtain necessary approvals from the TSXV. 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.
