Marksmen Energy Inc. — Capital/Financing Update 2021

Sep 30, 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):

September 29, 2021

3. News Release:

A news release relating to the material change described herein was released via the facilities of Globe Newswire on September 29, 2021.

4. Summary of Material Change(s):

Marksmen announced that it has completed the first closing of its previously announced nonbrokered private placement of units of Marksmen.

Marksmen further announced that a third party has provided a bridge loan to Marksmen in the amount of $74,000.

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 5,920,000 Units at a price of $0.06 per Unit for aggregate gross proceeds of $355,200. 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 $0.09 per share expiring two (2) years from the date of issuance.

Pursuant to the first closing of the Offering, Marksmen paid cash commissions to qualified nonrelated parties of $18,240 and issued 304,000 broker warrants entitling the holder to acquire one Common Share at a price of $0.06 per share for a period of one (1) year from the date of issuance.

Marksmen intends to use the net proceeds of $336,960 from the first closing of the Offering to pay a cash-call of $320,000 for its 25% working interest in the southeast Ohio Trenton Black River, Webb #1 well, expected to spud in the next few days, and the remaining $16,960 will go towards working capital.

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.

The Company expects to complete a second closing on or about October 14, 2021.

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Related Party Participation in the Private Placement

Insiders subscribed for an aggregate of 1,220,000 Units in the first closing of the Offering for a total of 21%. 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 subscribed for 300,000 Units indirectly through his wholly owned company Archibald J. Nesbitt & Company Ltd., for an aggregate subscription of $18,000, which brings his total percentage of ownership of the Common Shares to 8.94%; Dale Burstall, indirectly through his wholly owned company Lost In Space, Inc., subscribed for 420,000 Units for a subscription of $25,200, which brings his total percentage of ownership of the Common Shares to 2.48%; and John Niedermaier, through his wholly owned company LL&S Holdings Ltd., subscribed for 500,000 Units for a subscription of $30,000, which brings his total percentage of ownership of the Common Shares to 3.07%.

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 all of 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 the first closing of the Offering and the Company wished to close on an expedited basis for business reasons.

Bridge Loan

A third party has provided a bridge loan to Marksmen in the amount of $74,000. The bridge loan was provided so that the Company could meet the timing of its funding commitments for the southeast Ohio, Trenton Black River, Webb #1 well, and the bridge loan will be paid back in full from proceeds of the second closing of the Offering.

This news release may contain certain forward-looking information and statements, including without limitation, the second closing of the private placement, statements pertaining to the use of proceeds, the timing of the repayment of the bridge loan and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. 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.

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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

9. Date of Report:

September 30, 2021