Marksmen Announces Final Closing of Enhanced Private Placement, Early Warning Report and Grant of Stock Options

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CALGARY, Alberta, November 5, 2021 (GLOBE NEWSWIRE) – Marksmen Energy Inc. (“shooters“or the”Society”) (TSXV: MAH) (OTCQB: MKSEF) announces that it has completed the second and final closing of its previously announced private placement of unmediated units (the “Units“) shooters (the”Offer”), Which was increased in accordance with the Company’s press release dated October 25, 2021. The Company issued 14,913,330 units at a price of $ 0.06 per unit for gross proceeds of $ 894,800, bearing the total gross proceeds raised in connection with the offering at $ 1,250,000. Each unit is composed of one (1) ordinary share (“Ordinary share“) and one (1) subscription warrant (“To guarantee“) Snipers. Each whole warrant entitles its holder to purchase one common share at a price of $ 0.09 per share expiring two (2) years from the date of issue.

Pursuant to the final closing of the offering, Marksmen paid cash commissions to qualifying unrelated parties in the aggregate amount of $ 58,184 ($ 55,304 of the cash commissions payable were paid by the Company through the issuance of 921,733 units) and issued a total of 969,733 broker’s warrants allowing holders to acquire one common share at a price of $ 0.06 per share for a period of one (1) year from the date of issue.

Marksmen intends to use the net proceeds of $ 836,616 from the final closing of the Offering to drill an offset well at the Company’s Davis Holbrook # 1 and Davis Holbrook # 2 wells in Pickaway County, Ohio for $ 400,000, and participate in other prospects drilling in Ohio for the remainder.

Completion of the Offering is subject to regulatory approval, including, but not limited to, the approval of the TSX Venture Exchange Inc. (“TSXV“). The securities issued are subject to a holding period of four months and one day from the date of issue.

Participation of parties linked to the private placement

Insiders subscribed for a total of 12,849,997 Units on the final closing of the Offering for a total of 86%. Since Marksmen insiders participated in the final closing of the Offer, it is deemed to be a “related party transaction” within the meaning of Multilateral NI 61-101-Protection of holders of minority securities in special transactions (“MI 61-101“).

Neither the Company, nor to the knowledge of the Company after reasonable investigation, a related party is aware of material information concerning the Company or its securities which has not generally been disclosed.

The Offer is exempt from the formal assessment and minority shareholder approval requirements of NI 61-101 (in accordance with paragraphs 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 interested parties nor the consideration received therefrom exceeded $ 2,500,000.

The Company has not filed a material change report more than 21 days before the scheduled closing of the Offer because the details of participation in the Offer by related parties of the Company have not been fully resolved. time before the first closing of the Offer and the Company wished to close in an accelerated manner for commercial reasons.

Repayment of the bridging loan

A third party provided a bridge loan to Marksmen in the amount of $ 74,000 after the first closing of the offer so that the Company could meet the schedule of its financing commitments for Southeast Ohio, Trenton Black River, the Webb # 1 well and the bridge loan have been repaid in full.

Early warning report

As part of the final closing of the offering, the Company issued 10,408,330 units to Mr. Peter Lacey, directly and indirectly, for a total consideration of $ 624,500.

As of November 4, 2021, Mr. Lacey controlled 5,800,000 common shares representing 3.96% of the issued and outstanding common shares and 5,800,000 warrants. Assuming the exercise of the warrants, Mr. Lacey would have control or direction of 11,600,000 common shares, representing 7.62% of the issued and outstanding common shares as of November 4, 2021.

Immediately after the final closing of the offering, Mr. Lacey held control of 16,208,330 common shares representing 9.99% of the issued and outstanding common shares and 16,208,330 warrants. Assuming the exercise of the warrants, Mr. Lacey would have control or direction of 32,416,660 Common Shares, representing 18.16% of the issued and outstanding Common Shares.

The acquisition of Units by Mr. Lacey was made for investment purposes and Mr. Lacey intends to increase or decrease his ownership in the Company depending on market conditions and circumstances.

A report regarding this acquisition will be filed with the appropriate securities commissions using the Canadian Electronic Document Analysis and Search System (SEDAR) and will be available on the Company’s profile at www.sedar .com.

Grant of stock options

Marksmen also announces the granting of stock options to purchase 2,920,000 common shares to directors, officers, employees and consultants subject to regulatory and TSXV approval. The options were issued at an exercise price of $ 0.06 per share, vest one-third (1/3) immediately and one-third (1/3) on each of the first and second anniversaries of the date of grant and have a term of five – one year from the date of issue.

For more information regarding this press release, please contact Archie Nesbitt, Director and CEO of the Company at (403) 265-7270 or email [email protected]

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 release.

This press release may contain certain forward-looking information and statements, including, without limitation, statements regarding the use of the proceeds and the Company’s ability to obtain necessary approvals from the TSX Venture Exchange. All statements included in this document, 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 the assumptions used to develop such forward-looking information and a description of the 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 address www.sedar.com. Marksmen does not undertake to update forward-looking information except in accordance with applicable securities laws.

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Source: Sniper Energy

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