CALGARY, ALBERTA–(Marketwired – Dec. 2, 2015) – Marksmen Energy Inc. (TSX VENTURE:MAH)(OTCQB:MKSEF) (“Marksmen” or the “Company”) announces that it plans to complete a non-brokered private placement of up to 10,000,000 common shares (the “Common Shares”) of Marksmen at a price of $0.08 per share for aggregate gross proceeds of up to $800,000 (the “Private Placement”).
Marksmen may pay a commission or finder’s fee to qualified non-related parties of up to 8% of the gross proceeds of the Private Placement (up to $64,000) and broker warrants (the “Broker Warrants”) equal to up to 8% of the number of Common Shares sold in the Private Placement (up to 800,000). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.08 per Broker Warrant for a period of one (1) year from the date of issuance.
The proceeds of the Private Placement will be used primarily for on-going capital projects including the drilling, completing and equipping of well(s) in Ohio, USA, as well as general and corporate working capital purposes.
The Private Placement is being offered to all of the existing shareholders of Marksmen who are permitted to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until December 31, 2015 or such other date or dates as the Company determines. Any existing shareholders interested in participating in the Private Placement should contact the Company pursuant to the contact information set forth below.
The Corporation has set December 1, 2015 as the record date for the purpose of determining existing shareholders entitled to subscribe for Common Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder 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 Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice obtained from a registered investment dealer regarding the suitability of the investment.
In addition to offering the Private Placement pursuant to the Existing Shareholder Exemption, the Private Placement is 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 Private Placement, if subscriptions received for the Private Placement based on all available exemptions exceed the maximum Private Placement amount of $800,000, Common Shares will be allocated pro rata among all subscribers qualifying under all available exemptions.
Completion of the Private Placement 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 Private Placement.
The Company also announces the granting of stock options to purchase 1,040,000 Common Shares to directors, officers, employees and consultants subject to regulatory and TSX Venture Exchange approval. The options were issued with an exercise price of $0.08 per share, vest as to one-third (1/3) immediately and one-third (1/3) on each of the first and second anniversaries of the date the option agreement is executed and have a five year term from the date of issuance.
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, operations and the closing of the private placement including the Company’s ability to obtain necessary approvals from the TSX Venture Exchange. 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.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Marksmen Energy Inc.
Director and CEO