An anonymous director reports

MARKSMEN ENERGY INC. ANNOUNCES DELAY IN FILING ITS 2024 ANNUAL FINANCIAL STATEMENTS AND ISSUANCE OF PROMISSORY NOTE

Marksmen Energy Inc.'s annual financial statements, accompanying management's discussion and analysis, and related chief executive officer and chief financial officer certifications for the financial year ended Dec. 31, 2024, may not be filed within the period prescribed for the filing of such documents under parts 4, 5 and 6 of National Instrument 51-102 (Continuous Disclosure Obligations) and pursuant to National Instrument 52-109 (Certification of Disclosure in Issuers' Annual and Interim Filings), namely within 120 days of year-end, being April 30, 2025.

The delay in filing the annual filings is related to the company's inability to raise capital for the year 2024 and through first quarter 2025 due to market conditions. As such, the company experienced an unanticipated delay in receipt of funds to pay the company's external auditor to complete the audit. Such funds have since been received by the company on April 24, 2025, pursuant to the loan described below. The company has since engaged with its auditor to complete the audit to address the completion of the annual filings.

Marksmen is working closely with its auditor MNP LLP and is making every effort to submit the annual filings in a timely fashion and expects to file no later than June 15, 2025.

The company is providing this default announcement in accordance with National Policy 12-203 (Management Cease Trade Orders). The company has made an application to the Alberta Securities Commission, as principal regulator of the company, for a management cease trade order under NP 12-203 in respect of the default regarding the annual filings. The MCTO will prohibit the CEO and the CFO from trading in securities of Marksmen for two full business days after all the required filings have been filed on SEDAR+. The issuance of the MCTO, if issued, does not affect the ability of persons other than the CEO and the CFO of the company to trade in the company's securities. The application for the MCTO remains subject to risk factors, including the risk that the MCTO application may not be successful or may not be completed prior to a securities commission issuing a failure-to-file cease trade order against the company following the filing deadline.

The company confirms that it intends to satisfy the provisions of the alternative information guidelines found at sections 9 and 10 of NP 12-203 respecting management cease trade orders for so long as it remains in default as a result of the late filing of the annual filings. During the period of default, the company will issue biweekly default status reports in the form of further news releases, which will also be filed on SEDAR+. The company confirms that there are no insolvency proceedings against it as of the date of this news release. The company also confirms that there is no other material information concerning the affairs of the company that has not been generally disclosed as of the date of this news release.

Promissory note

The company also announces that it has obtained an unsecured non-convertible loan in the amount of $250,000 from Conex Services Inc. The loan is evidenced by a promissory note issued by the company to Conex on April 24, 2025. The amount outstanding under the promissory note bears interest at a rate of 15 per cent per annum, and is due and payable in full on Dec. 31, 2025.

Related-party participation

The loan is being provided by Conex, which is an entity wholly owned by Glenn Walsh, an insider of the company, by virtue of holding more than 10 per cent of the outstanding common shares of the company. As an insider of the company participated in this transaction, it is deemed to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Since the promissory note is not convertible into shares of Marksmen, there will be no effect on the voting interests of any related parties. The promissory note was approved by all of the directors of Marksmen.

The entering into of the promissory note with respect to the loan is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(b) and 5.7(1)(f)) as the company is not listed on a specified market and the loan is not convertible into or repayable with equity or voting securities of the company.

We seek Safe Harbor.