MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

CALGARY, ALBERTA, Aug. 07, 2026 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. (“Marksmen” or the “Company”) is a junior oil and gas company in Alberta, Canada and is pleased to announce that it plans to complete a non-brokered private placement of up to 10,000,000 common shares of Marksmen (“Common Shares”) at a price of $0.12 per Common Share for aggregate gross proceeds of up to a maximum of $1,200,000 plus an over allotment option at the discretion of the Company of up to $180,000 (the “Offering”). There is no minimum Offering. 

Marksmen may pay a cash finder's fee to registered dealers of up to 8% of the gross proceeds of the Offering (up to $96,000). 

In order of priority, Marksmen intends to use up to $96,000 to pay finder's fees, $104,000 for working capital and costs of the Offering (and any net proceeds received from the over allotment option and any funds not used to pay the finder's fees will be added to the working capital) and up to $1,000,000 of the proceeds to acquire non operated working interests in existing oil properties in Alberta operated by a private Alberta oil and gas company. Marksmen is in discussions to acquire the non operated working interests in oil wells in Alberta but no formal agreement has been reached.

In addition to the accredited investor exemption described below, the Offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the Existing Security Holder Exemption. This offer is open until September 22, 2026 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 on or about August 25, 2026.

Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Company sets August 6, 2026 as the record date for determining existing shareholders entitled to subscribe for Common Shares pursuant to the Existing Security Holder Exemption. Subscribers purchasing shares under the Existing Security Holder Exemption will need to represent in writing that they meet certain requirements of the Existing Security Holder 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 Security Holder 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 Common Shares pursuant to the Existing Security Holder Exemption and the Exemption for Sales to Purchasers Advised by Investment Dealers, the Common Shares 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 $1,200,000 then they 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 issued will be subject to a four-month hold period from the date of the closing of the Offering.

Insiders of the Company may participate in the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such 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, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Conditional on the closing of the Offering, Marksmen has also agreed with Conex Services Inc. (“Conex”), a company wholly owned by Glenn Walsh, to settle all debt, including interest, owing to Conex in the amount of approximately $1,925,788 in exchange for the issuance of 5,500,000 Common Shares at a price of approximately $0.36 per Common Share (the “Debt Settlement”). The Debt Settlement is subject to subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The Common Shares issued will be subject to a four-month hold period from the date of issuance.

Related Party Participation

The 5,500,000 Common Shares being issued pursuant to the Debt Settlement are being issued to an entity wholly owned by Glenn Walsh, an insider of Marksmen by virtue of owning directly or indirectly more than 10% of the outstanding Common Shares. As an insider of the Company participated in this transaction, 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 Debt Settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(b) and 5.7(1)(b)) as it will be a distribution of securities for cash and neither the fair market value of the Common Shares distributed to, nor the consideration received from, the interested party exceeded $2,500,000.

For additional information regarding this news release please contact Archie Nesbitt, Director, and CEO of the Company at (403) 830-0802 or e-mail [email protected]. 

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 Offering and Debt Settlement, the closing of the acquisition of the non operated working interests in existing oil properties in Alberta, statements pertaining to the use of proceeds, and the Company's ability to obtain necessary approvals from the TSX Venture Exchange for the Offering and Debt Settlement. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties.  Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws. 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.sedarplus.ca.

Source: Marksmen Energy Inc.

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