Marksmen Energy Inc. announced a non-brokered private placement of up to 10,000,000 units at a price of CAD 0.025 per Unit for aggregate gross proceeds of up to a maximum of CAD 250,000 on February 22, 2024. The Units will be comprised of one common share and one share purchase warrant. Each whole Warrant entitles the holder thereof to purchase one Common Share for CAD 0.05 expiring two years from the date of the closing of the Offering.

The company 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 (CAD 20,000) and broker warrants equal to up to 8% of the number of Units sold in the Offering g (up to 800,000 Broker Warrants). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of CAD The Offering is being offered to all of the existing shareholders of company who are permitted to subscribe pursuant to the Existing Security Holder Exemption0.05 per Broker Warrant for a period of one year from the date of issuance. The transaction is expected to close on April 4, 2024 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 March 15, 2024 or such other date or dates as the Company determines.

The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed CAD 15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. 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 CAD 250,000, 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, Warrants and Broker 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.