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Marksmen Energy Inc. Faces Filing Delay: Key Information and Insights

Introduction

CALGARY, ALBERTA, May 01, 2025 (GLOBE NEWSWIRE) — Marksmen Energy Inc. ("Marksmen" or the "Company") has recently issued a public announcement indicating that it may not be able to file its annual financial statements, management discussions, and related chief executive officer ("CEO") and chief financial officer ("CFO") certifications for the financial year ending December 31, 2024 (the "Annual Filings") within the required timeframe set by regulatory obligations under Parts 4, 5, and 6 of National Instrument 51-102, titled Continuous Disclosure Obligations. This deadline, traditionally established at 120 days following year-end, is due on April 30, 2025 (the "Filing Deadline").

Reasons for Filing Delay

The delay in submitting the Annual Filings stems primarily from the Company’s struggle to secure capital funding throughout 2024 and the first quarter of 2025 due to prevailing market challenges. Consequently, Marksmen encountered an unforeseen delay in obtaining the necessary funds to compensate its external auditor for completing the audit process. Fortunately, the Company successfully received these funds on April 24, 2025, allowing it to re-engage with its auditor and move forward with the audit, thereby facilitating the completion of the Annual Filings.

Steps Towards Compliance

Marksmen is diligently collaborating with its auditor, MNP LLP, and is committed to submitting the Annual Filings in a timely manner, anticipating a final filing no later than June 15, 2025. The Company’s proactive engagement showcases its dedication to fulfilling its regulatory responsibilities despite recent setbacks.

Regulatory Compliance and Notification

In accordance with National Policy 12-203 concerning Management Cease Trade Orders ("NP 12-203"), Marksmen has proactively issued this announcement to inform stakeholders. The Company has applied to the Alberta Securities Commission, acting as its principal regulator, for a management cease trade order ("MCTO") regarding its filing default. Should the MCTO be granted, it will prevent both the CEO and CFO from trading in the Company’s securities for two business days following the submission of all necessary filings on SEDAR+. However, this MCTO will not restrict other individuals from trading in the Company’s securities.

It’s worth noting that the success of the MCTO application is contingent upon various risk factors, including the possibility of a securities commission imposing a failure-to-file cease trade order against the Company before resolutions to past filings are achieved.

Commitment to Transparency

Marksmen has confirmed its intention to comply with the alternative information guidelines outlined in sections 9 and 10 of NP 12-203 for as long as the Company remains in default due to the late filing of the Annual Filings. To uphold transparency during this period, the Company will issue biweekly reports on its status, provided through further news releases and posted on SEDAR+. In addition, Marksmen verifies that no insolvency proceedings are underway as of this announcement, and affirms that all material information regarding the Company’s affairs has been adequately disclosed.

Financial Strategy: The Promissory Note

Additionally, Marksmen has announced the acquisition of an unsecured non-convertible loan ("the Loan") totaling CAD$250,000 from Conex Services Inc. ("Conex"). This Loan is documented via a promissory note issued on April 24, 2025 (the "Promissory Note"). The outstanding amount will accrue interest at a rate of 15% per annum and is due by December 31, 2025.

Related Party Participation

It’s essential to recognize that the Loan is provided by Conex, which is wholly owned by Glenn Walsh, an insider who holds over 10% of the Company’s outstanding common shares. This situation qualifies as a "related party transaction" as defined under Multilateral Instrument 61-101, concerning the protection of minority security holders in special transactions. Since the Promissory Note is not convertible into energy shares, it will not impact the voting rights of any related parties.

Exemption from Regulatory Requirements

The Promissory Note is exempt from formal valuation and minority shareholder approval under MI 61-101, as the Company does not trade on specified markets and the Loan does not involve equity or voting securities of the Company.

Forward-Looking Information and Associated Risks

This announcement contains statements that may be considered "forward-looking information" as per applicable securities laws, which may include phrases such as "anticipated," "expected," and "believes." These statements should not be interpreted as historical facts, but rather reflect the Company’s expectations regarding future events and objectives—all of which carry inherent uncertainties.

The Company cautions readers that such forthcoming information is susceptible to various risks, uncertainties, and other factors that may lead to actual outcomes drastically differing from those anticipated or expressed. These risks encompass potential late filings of the Annual Filings, unsuccessful applications for MCTO, and possible halts on the trading of the Company’s securities until compliance is established.

The Role of AI legalese decoder

Given the complexities involved in these regulations, the AI legalese decoder can be invaluable in simplifying and clarifying the dense legal language found within this release and similar documents. By converting technical jargon into understandable language, stakeholders can better comprehend their rights, obligations, and the implications of such announcements. Additionally, the AI legalese decoder can assist in identifying key risk factors, improving transparency, and ensuring that all parties are adequately informed throughout the process.

Conclusion

For further inquiries regarding this announcement, please contact Archie Nesbitt, Director and CEO of Marksmen, at (403) 265-7270 or via email at [email protected].

By keeping stakeholders informed and leveraging advanced tools like the AI legalese decoder, Marksmen Energy Inc. aims to navigate its current challenges effectively, fostering a transparent and informed environment for all involved.

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