MARKSMEN ANNOUNCES PROPOSED PRIVATE PLACEMENT

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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.

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Insiders of the Company may participate in the Offering.

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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

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Conditional on the closing of the Offering, Marksmen has also agreed with Conex Services Inc. (“Conex”), 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 5,500,000 Common Shares at a price of approximately $0.36 per Common Share (the “Debt Settlement”). 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.

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Related Party Participation

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The 5,500,000 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% 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 (“MI 61-101”).

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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.

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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 $2,500,000.

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For additional information regarding this news release please contact Archie Nesbitt, Director, and CEO of the Company at (403) 830-0802 or e-mail [email protected].

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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This news release may contain certain forward-looking information and statements, including without limitation, the closing of the Offering and Debt Settlement, the closing of the acquisition of the non operated working interests in existing oil properties in Alberta, statements pertaining to the use of proceeds, and the Company’s ability to obtain necessary approvals from the TSX Venture Exchange for the Offering and Debt Settlement. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Marksmen’s disclosure documents on the SEDAR+ website at www.sedarplus.ca.

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