Marksmen Energy Inc. — Capital/Financing Update 2021

Jan 11, 2021

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):

December 30, 2020

3. News Release:

A news release relating to the material change described herein was released via the facilities of Globe Newswire on December 31, 2020.

4. Summary of Material Change(s):

Marksmen announced that it completed the first closing of its previously announced non-brokered 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 first closing of its previously announced nonbrokered private placement of units (the “ Units ”) of Marksmen (the “ Offering ”). The Company issued 2,425,000 Units at a price of $0.04 per Unit for aggregate gross proceeds of $97,000. 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 $0.07 per share expiring two (2) years from the date of issuance.

Marksmen paid no cash commissions pursuant to the Offering.

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 four month hold period from the date of issuance.

Further to Marksmen's news release of November 18, 2020, in order to comply with the requirements of the TSXV, the Broker Warrants will have an exercise price of $0.05 per Broker Warrant.

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Related Party Participation in the Private Placement

Insiders subscribed for all of the 2,425,000 Units in the first closing of the Offering for a total of 100%. As insiders of Marksmen participated in this first closing of the 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.

Pursuant to the first closing of the Offering, Archie Nesbitt, indirectly through his wholly owned company Archibald J. Nesbitt & Company Ltd., subscribed for 550,000 Units for a subscription of $22,000, which brings his total percentage of ownership of the Common Shares to 9.44%; and Glenn Walsh, indirectly through his wholly owned company Conex Services Inc., subscribed for 1,875,000 Units for a subscription of $75,000, which brings his total percentage of ownership of the Common Shares to 18.71%.

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 forward-looking 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

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7. Omitted Information:

Not applicable

8. Executive Officer Knowledgeable of Material Change:

John McIntyre, Chief Financial Officer Marksmen Energy Inc. (403) 265-7270

9. Date of Report:

January 11, 2021