MARKSMEN ANNOUNCES CLOSING OF PRIVATE PLACEMENT

CALGARY, ALBERTA, Sept. 21, 2026 (GLOBE NEWSWIRE) -- Marksmen Energy Inc. ("Marksmen" or the "Company") announces that it has completed the closing of its previously announced non-brokered private placement of common shares (the "Common Shares") of Marksmen (the "Offering"). The Company issued 4,324,291 Common Shares at a price of $0.12 per Common Share for aggregate gross proceeds of $518,915.

Marksmen paid no cash commissions pursuant to the Offering and intends to use the gross proceeds of $518,915 in the following order: (i) for working capital to pay down debt and costs of the Offering ($129,729 (25%)); and (ii) to accelerate capital well workover and infrastructure improvement projects in Ohio ($389,186 (75%)).   Marksmen entered into an agreement, effective July 1, 2026 with Hocking Hills Energy and Well Services LLC ("HHE") of Ohio, where HHE will operate the wells with a working interest split of 50%. HHE will also pay 100% of the cost of an enhanced oil recovery program.  

The Offering remains subject to final acceptance by the TSX Venture Exchange Inc. The Common Shares issued are subject to a four month and one day hold period from the date of issuance.

Debt Settlement

As disclosed in the Company’s news release dated August 7, 2026, the Company and Conex Services Inc. ("Conex"), a company wholly owned by Glenn Walsh, had agreed, conditional on completion of the Offering, to settle certain indebtedness owing to Conex through the issuance of Common Shares (the "Debt Settlement"). Completion of the Debt Settlement remains subject to the negotiation and execution of a definitive agreement and the acceptance of the TSX Venture Exchange, including approval of a shares-for-debt application.

Related Party Participation in the Private Placement

Insiders subscribed for an aggregate of 3,704,291 Common Shares in the Offering for a total of 69.98%. As insiders of Marksmen participated in 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 ("MI 61-101").

Pursuant to the closing of the Offering, J. David Clements, a director of the Company, subscribed for 1,470,958 Common Shares indirectly through his wholly owned company Dack Resources Ltd., for a subscription of $176,515, which brings his total ownership of, and control or direction over, the Common Shares to 1,720,644 Common Shares (comprised of 7,637 Common Shares held directly, 1,470,958 Common Shares held indirectly and 242,049 Common Shares over which he exercises control or direction), representing 17.91%; John Niedermaier, a director of the Company, subscribed for 1,000,000 Common Shares directly, for a subscription of $120,000, which brings his total ownership of the Common Shares to 1,225,106 (comprised of 1,123,356 Common Shares held directly and 101,750 Common Shares held indirectly), representing 12.75%; Archie Nesbitt, a director and officer of the Company, subscribed for 733,333 Common Shares directly, for a subscription of $88,000, which brings his total ownership of the Common Shares to 1,086,997 Common Shares (comprised of 925,853 Common Shares held directly and 161,144 Common Shares held indirectly), representing 11.31%; and John McIntyre, an officer of the Company, subscribed for 500,000 Common Shares directly, for a subscription of $60,000, which brings his total ownership of the Common Shares to 559,845 Common Shares, representing 5.83%.

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 Common Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The Offering was approved by the board of directors of the Company, including the director that did not subscribe to the Offering.

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 closing of the Offering and the Company wished to close on an expedited basis for business reasons.

Early Warning Reports

J. David Clements

In connection with the closing of the Offering, the Company issued 1,470,958 Common Shares to Dack Resources Ltd., a company wholly owned by Mr. J. David Clements, a director of the Company, for total consideration of $176,515.

Immediately prior to the closing of the Offering, Mr. Clements held, or exercised control or direction over, directly and indirectly, 49,686 Common Shares (comprised of 7,637 Common Shares held directly and 42,049 Common Shares over which he exercises control or direction) representing 0.94% of the issued and outstanding Common Shares and nil convertible securities.

Immediately after the closing of the Offering, Mr. Clements held, or exercised control or direction over, directly and indirectly, 1,720,644 Common Shares (comprised of 7,637 Common Shares held directly, 1,470,958 Common Shares held indirectly and 242,049 Common Shares over which he exercises control or direction) representing 17.91% of the issued and outstanding Common Shares and nil convertible securities. The increase in Mr. Clements' shareholdings triggered the requirement to file an early warning report.

Mr. Clements intends to increase or decrease his holdings in the Company depending on market conditions and as circumstances warrant.

John Niedermaier

In connection with the closing of the Offering, the Company issued 1,000,000 Common Shares to John Niedermaier, a director of the Company, for total consideration of $120,000.

Immediately prior to the closing of the Offering, Mr. Niedermaier held, directly and indirectly, 225,106 Common Shares (comprised of 123,356 Common Shares held directly and 101,750 Common Shares held indirectly) and 50,000 share purchase warrants of the Company, representing 4.26% of the issued and outstanding Common Shares (5.16% on a diluted basis).

Immediately after the closing of the Offering, Mr. Niedermaier held, directly and indirectly, 1,225,106 Common Shares (comprised of 1,123,356 Common Shares held directly and 101,750 Common Shares held indirectly) and 50,000 share purchase warrants of the Company, representing 12.75% of the issued and outstanding Common Shares (13.20% on a diluted basis). The increase in Mr. Niedermaier's shareholdings triggered the requirement to file an early warning report.

Mr. Niedermaier intends to increase or decrease his holdings in the Company depending on market conditions and as circumstances warrant.

Archie Nesbitt

In connection with the closing of the Offering, the Company issued 733,333 Common Shares to Archie Nesbitt, a director and officer of the Company, for total consideration of $88,000.

Immediately prior to the closing of the Offering, Mr. Nesbitt held, directly and indirectly, 353,664 Common Shares (comprised of 192,500 Common Shares held directly and 161,144 Common Shares held indirectly), representing 6.69% of the issued and outstanding Common Shares and nil convertible securities.

Immediately after the closing of the Offering, Mr. Nesbitt held, directly and indirectly, 1,086,997 Common Shares (comprised of 925,853 Common Shares held directly and 161,144 Common Shares held indirectly), representing 11.31% of the issued and outstanding Common Shares and nil convertible securities. The increase in Mr. Nesbitt's shareholdings triggered the requirement to file an early warning report.

Mr. Nesbitt intends to increase or decrease his holdings in the Company depending on market conditions and as circumstances warrant.

Reports respecting these acquisitions will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available for viewing on the Company's profile at www.sedarplus.ca.

For additional information regarding this news release please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or e-mail ajnesbitt@marksmenenergy.com.

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.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the use of proceeds, the final acceptance of the Offering by the TSX Venture Exchange, the completion of the Debt Settlement (including the negotiation and execution of a definitive agreement and the acceptance by the TSX Venture Exchange of a shares-for-debt application), the implementation of the terms and conditions of the agreement with HHE, the intentions of Messrs. Clements, Niedermaier and Nesbitt regarding their holdings of securities of the Company and the filing of early warning reports respecting their acquisitions. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. 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. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.