CALGARY, Alberta, March 28, 2019 (GLOBE NEWSWIRE) — Marksmen Energy Inc. (“Marksmen” or the “Company”) announces that it has completed the second and final closing (“Second Tranche”) of its previously announced non-brokered private placement of units (the “Units”) of Marksmen at a price of $0.10 per Unit (the “Offering”). The Company issued 865,000 Units under the Second Tranche for gross proceeds of $86,500, bringing the aggregate total under the Offering to 3,880,000 Units, for gross proceeds of $388,000. Each Unit is comprised of one (1) common share (“Common Share”) and one-half of one (1/2) share purchase warrant (“Warrant”) of Marksmen. Each whole Warrant entitles the holder thereof to purchase one Common Share at a price of $0.20 per share, expiring two (2) years from the date of issuance.
Pursuant to the Second Tranche, Marksmen paid a cash commission to qualified non-related parties of $3,600 and issued 16,000 broker warrants entitling the holder to acquire one Common Share at a price of $0.10 per share for a period of one (1) year from the date of issuance.
To date Marksmen has used approximately $298,000 of the net proceeds to pay for additional capital expenditures resulting from longer than planned drilling and completion phases of the remedial whip-stock horizontal/lateral leg. The Company will use the remaining $90,000 to pay for additional costs to complete and equip an existing water injection well and facility for the Leaman #1 horizontal well.
Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSXV. The securities issued are subject to a four month hold period from the date of issuance.
Related Party Participation in the Private Placement
Insiders subscribed for an aggregate of 365,000 Units in the Second Tranche for a total of 42.2% of the Second Tranche. As insiders of Marksmen participated in this 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”).
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 Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000.
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 closing of the Offering and the Company wished to close on an expedited basis for business reasons.