Marksmen Announces Closing of Private Placement


CALGARY, Alberta, Dec. 22, 2017 (GLOBE NEWSWIRE) — Marksmen Energy Inc. (TSX-V:MAH) (OTCQB:MKSEF) (“Marksmen” or the “Company”) announces that it has completed its non-brokered private placement announced on December 12, 2017 for 3,826,333 units (the “Units”) of Marksmen at a price of $0.15 per Unit for aggregate gross proceeds of $573,949.95 (the “Offering”). 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 for $0.30 expiring two (2) years from the date of issuance.

Marksmen will pay a cash commission to qualified non-related parties of $16,792 and will issue 111,947 broker warrants entitling the holder to acquire one Common Share of the Company at a price of $0.15 for a period of one year from date of issuance.

The proceeds of the Offering will be used to pay for capital expenditures related to a drilling program in Ohio, USA as described more fully in a press release dated December 12, 2017. The additional funds raised over the initial $450,000, will be used for the acquisition of oil and gas leases complementary to lands already in the program, and for additional geological and engineering support.

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange Inc. The common shares and warrants issued will be subject to a four month hold period from the date of issuance.

Related Party Participation in the Private Placement

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.

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