Marksmen Energy Inc. — Capital/Financing Update 2020

Sep 9, 2020

FORM 51-102F3 Material Change Report

1. Name and Address of Company:

Marksmen Energy Inc. (the “ Company ” or “ Marksmen ”) Suite 500, 400 - 3rd Avenue S.W. Calgary, Alberta T2P 4H2

2. Date of Material Change(s):

September 4, 2020

3. News Release:

A news release relating to the material change described herein was released via the facilities of Globe Newswire on September 4, 2020.

4. Summary of Material Change(s):

Marksmen announced that it completed the third and final closing of its previously announced nonbrokered private placement of units of Marksmen.

5. Full Description of Material Change:

5.1 Full Description of Material Change

Marksmen announced that it has completed the third and final closing of its previously announced non-brokered private placement of units (the “ Units ”) of Marksmen (the “ Offering ”). The Company issued 465,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $23,250, bringing the aggregate total raised to date under the Offering to $344,250. Each Unit is 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 at a price of $0.075 per share expiring two (2) years from the date of issuance.

Marksmen paid no cash commissions pursuant to the Offering.

Marksmen intends to use the gross proceeds raised under the entire Offering to pay debenture interest of $75,000, $250,000 toward the recompletion of a well targeting the Clinton Sandstone formation in Portage County, Ohio, and the remaining $19,250 as working capital.

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. 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 365,000 of the Units in the third and final closing of the Offering for a total of 78.49% of the third and final closing of the Offering. As insiders of Marksmen participated in this third and final closing of the Offering, it is deemed to be a “related party transaction” as defined

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under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). Pursuant to the third and final closing of the Offering, Archie Nesbitt, indirectly through his wholly owned company Archibald J. Nesbitt & Company Ltd., subscribed for 330,000 Units for a subscription of $16,500, which brings his total percentage of ownership of the Common Shares to 9.52%; and John McIntyre subscribed for 35,000 Units for a subscription of $1,750, which brings his total percentage of ownership of the Common Shares to 0.88%.

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 Offering was approved by the board of directors of the Corporation, including the directors that did not subscribe to the Offering.

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.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the use of proceeds, the Company's ability to obtain necessary approvals from the TSXV. All statements included herein, 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 assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forwardlooking information can be found in Marksmen’s disclosure documents on the SEDAR website at www.sedar.com. Marksmen does not undertake to update any forward-looking information except in accordance with applicable securities laws.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations :

Not applicable

7. Omitted Information:

Not applicable

8. Executive Officer Knowledgeable of Material Change:

John McIntyre, Chief Financial Officer Marksmen Energy Inc.

(403) 265-7270

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9. Date of Report:

September 9, 2020