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 common shares of Marksmen at a price of 12 cents per common share for aggregate gross proceeds of up to a maximum of $1.2-million plus an overallotment option at the discretion of the company of up to $180,000. There is no minimum offering.

Marksmen may pay a cash finder's fee to registered dealers of up to 8 per cent of the gross proceeds of the offering (up to $96,000).

In order of priority, Marksmen intends to use up to $96,000 to pay finders' fees, $104,000 for working capital and costs of the offering (and any net proceeds received from the overallotment option and any funds not used to pay the finders' fees will be added to the working capital) and up to $1-million of the proceeds to acquire non-operated working interests in existing oil properties in Alberta operated by a private Alberta oil and gas company. Marksmen is in discussions to acquire the non-operated working interests in oil wells in Alberta but no formal agreement has been reached.

In addition to the accredited investor exemption described below, the offering is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the existing security holder exemption. This offer is open until Sept. 22, 2026, 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 Aug. 25, 2026.

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

The company sets Aug. 6, 2026, as the record date for determining existing shareholders entitled to subscribe for common shares pursuant to the existing security holder exemption. Subscribers purchasing shares under the existing security holder exemption will need to represent in writing that they meet certain requirements of the existing security holder 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 security holder 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 common shares pursuant to the existing security holder exemption and the exemption for sales to purchasers advised by investment dealers, the common shares 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 $1.2-million then they 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 issued will be subject to a four-month hold period from the date of the closing of the offering.

Insiders of the company may participate in the offering.

Conditional on the closing of the offering, Marksmen has also agreed with Conex Services Inc., a company wholly owned by Glenn Walsh, to settle all debt, including interest, owing to Conex in the amount of approximately $1,925,788 in exchange for the issuance of 5.5 million common shares at a price of approximately 36 cents per common share. The debt settlement is subject to subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The common shares issued will be subject to a four-month hold period from the date of issuance.

Related party participation

The 5.5 million common shares being issued pursuant to the debt settlement are being issued to an entity wholly owned by Glenn Walsh, an insider of Marksmen by virtue of owning directly or indirectly more than 10 per cent of the outstanding common shares. 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.

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 debt settlement 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)(b)) as it will be a distribution of securities for cash and neither the fair market value of the common shares distributed to, nor the consideration received from, the interested party exceeded $2.5-million.

We seek Safe Harbor.