Marksmen Announces Proposed Private Placement

Marksmen Energy Inc. (TSXV:MAH) (OTCQB:MKSEF) announces that it plans to complete a non-brokered private placement of up to 2,857,143 units (the “Units”) of Marksmen at a price of $0.21 per Unit for aggregate gross proceeds of up to a maximum of $600,000 (the “Offering”). There is no minimum Offering. The Units will be 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 for $0.42 expiring two (2) years from the date of the closing of the Offering.

Marksmen may pay a cash commission or finder’s fee to qualified non-related parties of up to 8% of the gross proceeds of the Offering (up to $48,000) and broker warrants (the “Broker Warrants”) equal to up to 8% of the number of Units sold in the Offering (up to 228,571 Broker Warrants).  Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.21 per Broker Warrant for a period of one (1) year from the date of issuance.

Marksmen intends to use the net proceeds of the Offering, along with approximately $375,000 of contingency cash on hand, to pay for capital expenditures associated with our 60% working interest share in the Leaman #1 horizontal well as follows: (i) up to $420,000 for drilling cost overruns that resulted from extreme weather conditions, mechanical issues and slower than anticipated drilling rates in the horizontal leg; (ii) approximately $425,000 to complete the hydraulic stimulation; and (iii) the remaining $130,000 to equip the well.

The Offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until March 22, 2018 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 March 22, 2018.  Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Corporation has set February 27, 2018 as the record date for determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder 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 Shareholder 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 Units pursuant to the Existing Shareholder Exemption and to the Exemption for Sales to Purchasers Advised by Investment Dealers, the Units 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 $600,000, Units 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 and Warrants issued will be subject to a four month hold period from the date of the closing of the Offering.

It is expected that insiders of the Company will participate in the Offering.

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