Marksmen closes private placement

MARKSMEN ANNOUNCES CLOSING OF PRIVATE PLACEMENT

CALGARY, ALBERTA, Sept. 21, 2026 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the closing of its previously announced non-brokered private placement of common shares (the "Common Shares") of Marksmen (the "Offering"). The Company issued 4,324,291 Common Shares at a price of $0.12 per Common Share for aggregate gross proceeds of $518,915.

Marksmen paid no cash commissions pursuant to the Offering and intends to use the gross proceeds of $518,915 in the following order: (i) for working capital to pay down debt and costs of the Offering ($129,729 (25%)); and (ii) to accelerate capital well workover and infrastructure improvement projects in Ohio ($389,186 (75%)).   Marksmen entered into an agreement, effective July 1, 2026 with Hocking Hills Energy and Well Services LLC ("HHE") of Ohio, where HHE will operate the wells with a working interest split of 50%. HHE will also pay 100% of the cost of an enhanced oil recovery program.  

The Offering remains subject to final acceptance by the TSX Venture Exchange Inc. The Common Shares issued are subject to a four month and one day hold period from the date of issuance.

Debt Settlement

As disclosed in the Company’s news release dated August 7, 2026, the Company and Conex Services Inc. ("Conex"), a company wholly owned by Glenn Walsh, had agreed, conditional on completion of the Offering, to settle certain indebtedness owing to Conex through the issuance of Common Shares (the "Debt Settlement"). Completion of the Debt Settlement remains subject to the negotiation and execution of a definitive agreement and the acceptance of the TSX Venture Exchange, including approval of a shares-for-debt application.

Related Party Participation in the Private Placement

Insiders subscribed for an aggregate of 3,704,291 Common Shares in the Offering for a total of 69.98%. As insiders of Marksmen participated in the 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").

Pursuant to the closing of the Offering, J. David Clements, a director of the Company, subscribed for 1,470,958 Common Shares indirectly through his wholly owned company Dack Resources Ltd., for a subscription of $176,515, which brings his total ownership of, and control or direction over, the Common Shares to 1,720,644 Common Shares (comprised of 7,637 Common Shares held directly, 1,470,958 Common Shares held indirectly and 242,049 Common Shares over which he exercises control or direction), representing 17.91%; John Niedermaier, a director of the Company, subscribed for 1,000,000 Common Shares directly, for a subscription of $120,000, which brings his total ownership of the Common Shares to 1,225,106 (comprised of 1,123,356 Common Shares held directly and 101,750 Common Shares held indirectly), representing 12.75%; Archie Nesbitt, a director and officer of the Company, subscribed for 733,333 Common Shares directly, for a subscription of $88,000, which brings his total ownership of the Common Shares to 1,086,997 Common Shares (comprised of 925,853 Common Shares held directly and 161,144 Common Shares held indirectly), representing 11.31%; and John McIntyre, an officer of the Company, subscribed for 500,000 Common Shares directly, for a subscription of $60,000, which brings his total ownership of the Common Shares to 559,845 Common Shares, representing 5.83%.