Mr. Archie Nesbitt reports

MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

Marksmen Energy Inc. plans to complete a non-brokered private placement of up to 10 million units of Marksmen at a price of 2.5 cents per unit for aggregate gross proceeds of up to a maximum of $250,000. There is no minimum offering. The units will be composed of one common share and one share purchase warrant of Marksmen. Each whole warrant entitles the holder thereof to purchase one common share for five cents expiring two years from the date of the closing of the offering. The warrants will include an acceleration provision whereby if the company's common shares trade at a price greater than 10 cents for a period of 20 trading days, Marksmen may accelerate the expiry of the warrants.

Marksmen may pay a cash commission or finder's fee to qualified non-related parties of up to 8 per cent of the gross proceeds of the offering (up to $20,000) and broker warrants equal to up to 8 per cent of the number of units sold in the offering (up to 800,000 broker warrants). Each broker warrant will entitle the holder to acquire one common share at a price of five cents per broker warrant for a period of one year from the date of issuance.

In the following order, assuming the maximum offering, Marksmen intends to use the proceeds of the offering to: (i) pay the expenses of the offering and commissions ($20,000 (8 per cent)); (ii) undertake projects as recommended by its consultant Apex Global Engineering Inc. to complete existing oil well optimization and to evaluate lower target intervals in the HD2 well in Pickaway county ($130,000 (52 per cent)); (iii) complete a technical review with its partners at EMF Geoscience of a proposed Cambrian Knox formation well in Wayne county, Ohio, in 2024 ($40,000 (16 per cent)); (iv) undertake a technical review and pursue farm-in drilling opportunities in central Alberta also presented to Marksmen by Apex ($50,000 (20 per cent)); and (v) add the rest to working capital ($10,000 (4 per cent)).

The offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the existing securityholder exemption. This offer is open until 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.

Any existing shareholders interested in participating in the offering should contact the company.

The company set Feb. 21, 2024, as the record date for determining existing shareholders entitled to subscribe for units pursuant to the existing securityholder exemption. Subscribers purchasing units under the existing securityholder exemption will need to represent in writing that they meet certain requirements of the existing securityholder 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 securityholder 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 securityholder exemption and 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 $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.

We seek Safe Harbor.