MARKSMEN ANNOUNCES TERMINATION OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT, PROPOSED NEW PRIVATE PLACEMENT AND RESIGNATION OF DIRECTOR AND OFFICER
10 Maio 2024 - 6:56PM
Marksmen Energy Inc. (TSXV: MAH) (“
Marksmen” or
the “
Company”) announces that, further to its news
release dated April 24, 2024, it has terminated its previously
announced non-brokered private placement of up to 20,000,000 units
of Marksmen at a price of $0.015 per unit for aggregate gross
proceeds of up to a maximum of $300,000, and that it now intends to
complete a non-brokered private placement of up to 30,000,000 units
of Marksmen (“
Units”) at a price of $0.01 per Unit
for aggregate gross proceeds of up to a maximum of $300,000 (the
“
Offering”). There is no minimum Offering. The
Units will be comprised of one (1) common share (“
Common
Share”) and one (1) share purchase warrant
(“
Warrant”) of Marksmen. Each whole Warrant
entitles the holder thereof to purchase one Common Share for $0.05
expiring two (2) years from the date of the closing of the
Offering. The Warrants will include an acceleration provision
whereby if the Company's Common Shares trade at a price greater
than $0.10 for a period of 20 consecutive trading days, Marksmen
may accelerate the expiry of the Warrants.
Marksmen may pay a cash commission or finder's
fee to qualified non-related parties of up to 8% of the gross
proceeds of the Offering (up to $24,000) and broker warrants (the
“Broker Warrants”) equal to up to 8% of the number
of Units sold in the Offering (up to 2,400,000 Broker Warrants).
Each Broker Warrant will entitle the holder to acquire one Common
Share at a price of $0.05 per Broker Warrant for a period of one
(1) year from the date of issuance.
In the following order, assuming the maximum
Offering, Marksmen intends to use the proceeds of the Offering to:
(i) pay the expenses of the Offering and commissions ($24,000
(8%)), (ii) undertake projects as recommended by its consultant
Apex Global Engineering Inc. (“Apex”) to optimize
production of all wells in Pickaway County, Ohio ($120,000 (40%));
(iii) undertake a technical review and pursue farm-in drilling
opportunities in Central Alberta also presented to Marksmen by Apex
($125,000 (42%)); and (iv) the remainder for working capital
($31,000 (10%)).
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 June 24, 2024 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 May 17, 2024 or such
other date or dates as the Company determines.
Any existing shareholders interested in
participating in the Offering should contact the Company pursuant
to the contact information set forth below.
The Company set May 9, 2024 as the record date
for determining existing shareholders entitled to subscribe for
Units pursuant to the Existing Security Holder Exemption.
Subscribers purchasing Units 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 Units pursuant to the Existing Security Holder
Exemption and the Exemption for Sales to Purchasers Advised by
Investment Dealers, the Units 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 $300,000, Units 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, Warrants and Broker
Warrants issued will be subject to a four month hold period from
the date of the closing of the Offering.
It is expected that insiders of the Company will
participate in the Offering.
The Company also announces the resignation of
Dale Burstall, as a director and Corporate Secretary of Marksmen.
"On behalf of everyone at Marksmen, we want to thank Dale for his
commitment and service to Marksmen, and its shareholders, for more
than a decade as counsel, a director, Corporate Secretary and
multi-committee member and we wish him all the best in the future,"
said Archie Nesbitt, President and Chief Executive Officer of
Marksmen.
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, the closing of the private placement, statements
pertaining to the use of proceeds, and 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. 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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