Marksmen Energy Inc. — M&A Activity 2025

Sep 5, 2025

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, AB T2P 4H2

2. Date of Material Change(s):
   September 2, 2025

3. News Release:
   A news release relating to the material changes described herein was released via the facilities of Globe Newswire on September 2, 2025.

4. Summary of Material Change(s):
   Marksmen announced that further to its news release dated April 30, 2025, the letter of intent with T1 Technology Corporation, has been terminated by Marksmen as the parties were unable to enter into a definitive agreement by the deadline.

5. Full Description of Material Change:

5.1 Full Description of Material Change
Please see attached Schedule "A" for further details regarding the news release disseminated.

5.2 Disclosure for Restructuring Transactions
Not applicable.

1. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations:
   Not applicable.

2. Omitted Information:
   Not applicable.

3. Executive Officer Knowledgeable of Material Change:
   John McIntyre, Chief Financial Officer
   Marksmen Energy Inc.
   (403) 265-7270

4. Date of Report:
   September 5, 2025

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SCHEDULE "A"

MARKSMEN

ENERGY INC.

NEWS RELEASE

For Immediate Release September 2, 2025

Marksmen Energy Inc.
TSX Venture Exchange – MAH
OTCB Venture Marketplace – MKSEF

Marksmen Energy Inc. Announces Termination of Letter of Intent for Proposed Reverse Takeover

CALGARY, ALBERTA – September 2, 2025. Marksmen Energy Inc. (the “Corporation” or “Marksmen”) (TSXV: MAH) announces that further to its news release dated April 30, 2025, the letter of intent with T1 Technology Corporation, has been terminated by Marksmen as the parties were unable to enter into a definitive agreement by the deadline.

Marksmen is an active Exploration and Production, oil and gas company, concentrating in the Appalachian Basin, USA.

In Ohio, a joint interest partner is currently drilling a well, at 100% their cost, and is nearing total depth. The well is on a property targeted by Marksmen 3D seismic. Pursuant to an agreement, Marksmen will earn a 6% gross overriding royalty, after payout. Also in Ohio, another joint venture partner has acquired a portion of one of the Corporation's leases targeted by Marksmen's 3D seismic and will drill a well at 100% their cost. Under the terms of the agreement, Marksmen will be granted a 5% gross overriding royalty, after payout. Marksmen is reviewing its drilling opportunities from its 3D seismic with existing partners, including a Trenton Black River Formation target.

Additionally, Marksmen's team is continuing with its review and assessment of, for possible acquisition, a new oil and gas projects in the Appalachian Basin.

Marksmen is working with the TSX Venture Exchange in order for its common shares to resume trading on the TSX Venture Exchange.

For further information, please contact:

Marksmen Energy Inc.
Archie Nesbitt – CEO and Director
Phone: (403) 265-7270

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward-Looking Information Cautionary Statement

Certain statements contained in this news release constitute forward-looking information. These statements include drilling and acquisition plans and results, and the timing for the resumption of trading. The use of any of the words "will", "expected", "view" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statement made in this news release are made as of the date hereof. The

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A-2

Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

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