Mr. Archie Nesbitt reports

MARKSMEN ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT

Marksmen Energy Inc. has completed the first closing of its previously announced non-brokered private placement of units of Marksmen. The company issued 2.49 million units at a price of five cents per unit for aggregate gross proceeds of $124,500. Each unit comprises one common share and one share purchase warrant of Marksmen. Each whole warrant entitles the holder thereof to purchase one common share at a price of 10 cents per share expiring two years from the date of issuance, subject to acceleration provisions (see news release dated July 12, 2023).

Pursuant to the first closing of the offering, Marksmen paid cash commissions to a qualified non-related party of $2,000 and issued 40,000 broker warrants, each broker warrant entitling the holder to acquire one common share at a price of five cents per share for a period of one year from the date of issuance.

Marksmen intends to use the net proceeds of $122,500 from the first closing of the offering to complete an upper zone in a well in Pickaway county, Ohio.

Completion of the offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The securities issued are subject to a four-month hold period from the date of issuance.

The company expects to complete a second closing on or before Sept. 29, 2023.

Related party participation in the private placement

Insiders subscribed for an aggregate of 890,000 units in the first closing of the offering for a total of 36 per cent. As insiders of Marksmen participated in this first closing of 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.

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 $2.5-million.

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 the first closing of the offering and the company wished to close on an expedited basis for business reasons.

Early warning report

In connection with the first closing of the offering, the company issued 300,000 units to Archie Nesbitt, indirectly, for total consideration of $15,000.

As at the date of Mr. Nesbitt's previously filed early warning report of Nov. 25, 2019, Mr. Nesbitt held, directly and indirectly, 10,832,697 common shares representing 9.67 per cent of the issued and outstanding common shares, 1,198,327 vested stock options and 1,925,833 warrants. Assuming the exercise of the warrants and options, Mr. Nesbitt would have had control or direction over 14,447,530 common shares, representing 12.51 per cent of the issued and outstanding common shares as of Nov. 22, 2019. Since that time, the company has increased the number of common shares issued and outstanding pursuant to the completion of private placements and the exercise by shareholders of convertible securities. The increase to the company's issued and outstanding common shares and the acquisition of the units resulted in a decrease to Mr. Nesbitt's diluted and undiluted holdings of 2.88 per cent and 2.72 per cent, respectively, which triggered the requirement to file an early warning report.

Immediately after the first closing of the offering, Mr. Nesbitt held, directly and indirectly, 13,210,497 common shares, representing 6.95 per cent of the issued and outstanding common shares, 2,705,833 warrants and 2,925,000 options. Assuming the exercise of the warrants and options, Mr. Nesbitt will have control or direction over 18,841,330 common shares, representing 9.63 per cent of the issued and outstanding common shares.

Mr. Nesbitt's acquisition of the units was made for investment purposes and Mr. Nesbitt intends to increase or decrease his holdings in the company depending on market conditions and as circumstances warrant.

A report respecting this acquisition has been filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and is available for viewing on the company's profile on SEDAR+.

We seek Safe Harbor.