Marksmen Energy Inc., a junior oil and gas company based in Alberta, Canada, has announced plans to complete a non-brokered private placement involving up to 10,000,000 common shares. Each share will be issued at a price of $0.12, generating gross proceeds of up to $1,200,000. The company has also included an over-allotment option, which could bring an additional $180,000 in funds if exercised. A total of up to $96,000 from the offering will be allocated to finder’s fees for registered dealers, while $104,000 will go toward working capital and administrative costs associated with the placement. The company expects to use up to $1,000,000 in proceeds to acquire non-operated working interests in existing oil properties in Alberta, operated by a private oil and gas company.
Funding for Oil Properties
According to the company, discussions are ongoing with the operators of the targeted oil properties, but no formal agreements have been finalized at this point. The offering is set to remain open until September 22, 2026, or as determined by the company, with the initial closing expected to occur by August 25, 2026. Shareholders and potential investors interested in participating will need to follow the contact procedures outlined in the company’s announcement.
The offering will be available to existing shareholders who meet the requirements of the Existing Security Holder Exemption. To qualify, shareholders must have held company shares as of the record date of August 6, 2026, and continue to do so at the time of closing. Under the terms of this exemption, a subscriber may invest up to $15,000 unless they obtain investment advice from a registered investment dealer. In such cases, the investment limit could be higher. The company has also confirmed it is complying with the Exemption for Sales to Purchasers Advised by Investment Dealers, noting that there are no material facts or changes affecting the company that have not already been disclosed publicly.
Eligibility and Exemptions
The company is also relying on other prospectus exemptions to offer shares, including the exemption for accredited investors. If subscriptions exceed the maximum offering amount of $1,200,000, the excess will be allocated proportionally among all qualifying subscribers. Proceeds from the over-allotment option will be added to the company’s working capital if not used for finder’s fees. The private placement is subject to several regulatory approvals, with the most notable being clearance from the TSX Venture Exchange. Additionally, all shares issued will be subject to a four-month hold period before being traded in the market. The company has not ruled out the possibility of insiders participating in the offering, though no formal commitments have been made in this regard.
Restrictions for U.S. Investors
The offering is not intended for U.S. investors. The shares described in the announcement are not registered under the U.S. Securities Act or any state laws, and no offers or sales to U.S. persons are permitted unless an exemption from registration is used. As part of the transaction, the company has also agreed to settle its outstanding debt with Conex Services Inc., a company wholly owned by Glenn Walsh. This debt, including interest, totals approximately $1,925,788 and will be settled in exchange for the issuance of 5,500,000 common shares at a price of about $0.36 per share. This deal is conditional upon the successful closing of the private placement. The company emphasized in its statement that no material information is being withheld from investors, and the offering remains pending final regulatory and subscription approvals.