Marksmen Energy Inc. Announces Proposed Reverse Takeover

Calgary, Alberta--(Newsfile Corp. - April 30, 2025) - Marksmen Energy Inc. (TSXV: MAH) (the "Corporation" or "Marksmen") is pleased to announce that it has signed a non-binding letter of intent dated April 29, 2025 (the "LOI") with T1 Technology Corporation. ("T1"), a private company incorporated under the Business Corporations Act (Alberta), which sets forth the general terms and conditions of a proposed arm's length reverse takeover transaction (the "Proposed Transaction"). In addition, and in connection with the Proposed Transaction, it is anticipated that T1 will complete a brokered offering of subscription receipts or other securities in the amount of up to $4,000,000 (the "Concurrent Financing").

The Proposed Transaction will, pursuant to the policies of the TSX Venture Exchange (the "Exchange"), constitute a "reverse takeover" of the Corporation. The corporation resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business of T1 as currently constituted and continue to be listed for trading on the Exchange. It is expected that upon completion of the Proposed Transaction, the Resulting Issuer will meet the listing requirements for a Tier 2 Technology issuer under the policies of the Exchange.

Pursuant to the terms of the LOI, it is intended that Marksmen, a newly formed subsidiary of Marksmen (the "SubCo"), and T1 will complete a business combination by way of share exchange, merger, amalgamation, arrangement, or another similar form of transaction, as mutually agreed upon by Marksmen and T1. The final structure will be determined with consideration for liabilities, corporate and securities law matters, relevant tax implications, and other factors of concern to either party, including the final structure of the proposed Concurrent Financing, including any secondary financing, if any.

Overview of T1

T1 Technology Corporation, led by veteran entrepreneur and industry expert Robert Saik, is building visorPRO®, a powerful technician enablement and AI-powered support solution designed for agriculture and heavy equipment dealerships. visorPRO® is revolutionizing how service technicians interact with complex machinery and information by enhancing service and technical support while increasing customer and business efficiencies. T1 is also the creator of AGvisorPRO®, a widely adopted digital platform connecting farmers with experts across agronomy, equipment, and business management. Together, visorPRO® and AGvisorPRO® innovations position T1 as a leader in delivering practical, scalable technology that directly supports productivity in mission-critical industries. T1 is a corporation existing under the Business Corporations Act (Alberta).

Summary of the Proposed Transaction

Pre-Closing Capitalization of T1

As of the date hereof, T1 has (a) 13,222,148 Class A common shares, nil Class B common shares issued and outstanding (collectively, the "T1 Shares"), (b) 866,701 incentive stock options issued and outstanding, with 455,513 options available for grant under T1's stock option plan.

Pre-Closing Capitalization of Marksmen

As of the date hereof, Marksmen has (a) 211,398,380 common shares issued and outstanding (the "Marksmen Shares"), (b) $1,250,000 aggregate principal amount of secured debentures, which will be converted into Marksmen Shares concurrently with the Proposed Transaction (the "Debenture Conversion"), (c) 10,810,000 stock options issued and outstanding, and (d) 22,015,000 warrants issued and outstanding.

The Marksmen Shares are currently listed on the Exchange under the symbol "MAH". The Marksmen Shares are currently halted from trading and are expected to remain halted pending the completion of the Proposed Transaction.

Terms of the Proposed Transaction

Pursuant to the LOI, the holders of the issued and outstanding T1 Shares (the "T1 Shareholders"), will transfer all of their T1 Shares to the SubCo, in exchange for Marksmen Shares. The number of Marksmen Shares issuable for each T1 Share (the "Exchange Ratio") remains subject to further negotiation and potential adjustment. Factors such as the Concurrent Financing, the ownership structure of the Resulting Issuer, and other considerations as determined by Marksmen and T1 will play a role in negotiating and finalizing the Exchange Ratio. The Exchange Ratio will reflect a value of $1,000,000 for Marksmen as the public vehicle, and a pre Concurrent Financing and Private Placement (as both are defined below) value of T1 of approximately $14,500,000. Additionally, for the purposes of determining the Exchange Ratio, Marksmen's value will be adjusted on a dollar-for-dollar basis upward for estimated cash on hand at closing, and downward for estimated liabilities at closing. It is expected that replacement options in the Resulting Issuer will be issued to each holder of T1 options, consistent with the Exchange Ratio. No finder's fee or commission will be paid in connection with the Proposed Transaction. The Proposed Transaction is not expected to constitute a non-arm's length transaction nor a related party transaction pursuant to the policies of the Exchange.

T1 intends to complete the Concurrent Financing either in advance of or concurrently with the Proposed Transaction. It is anticipated that the Concurrent Financing will consist of an offering of subscription receipts, or other securities, as determined by Marksmen and T1, for aggregate gross proceeds of up to $4,000,000. The pricing of the Concurrent Financing will be determined based on arm's length negotiations and will be provided in a further press release. The net proceeds of the Concurrent Financing are expected to be used for working capital and general corporate purposes along with the costs and expenses associated with the Proposed Transaction.

In addition to the Concurrent Financing, it is anticipated that T1 will complete a private placement financing of up to $1,400,000 by way of the sale of T1 Shares (the "Private Placement"). The Private Placement is independent of the Proposed Transaction and will be completed by T1 regardless of whether the Proposed Transaction is completed.

The completion of the Proposed Transaction remains subject to a number of additional conditions outlined in the LOI, including, but not limited to, the following:

1. execution of a definitive agreement and any ancillary agreements necessary to complete the Proposed Transaction;
2. receipt of all requisite regulatory, corporate and third-party approvals, including the approval from the Exchange;
3. receipt of all requisite shareholder approvals, including the approval of the shareholders of Marksmen;
4. the entering of Marksmen into a definitive agreement for the disposal of all of its oil and gas assets and liabilities;
5. the completion of the Debenture Conversion, and Marksmen having no outstanding liabilities as of the closing date of the Proposed Transaction;
6. T1 completing the Concurrent Financing;
7. satisfactory completion of due diligence by both T1 and Marksmen; and
8. the resignation of all directors and officers of Marksmen, with the exception of John McIntyre;

Insiders, Officers and Board of the Resulting Issuer

Currently, T1's board and management team is comprised of experienced agriculture-technology business leaders. Upon completion of the Proposed Transaction, all of the directors and officers of Marksmen, other than John McIntyre, will resign and be replaced by nominees of T1. The following sets forth the names and backgrounds of the current directors and officers of T1, and it is expected that further nominees will be identified, with further information to be included in the filing statement to be prepared in connection with the Proposed Transaction.

Robert Saik - Chief Executive Officer and Director

Robert Saik as forty years of experience as a Professional Agrologist, entrepreneur and an international consultant who's worked with a wide variety of agriculturalists from Nigeria's Minister of Agriculture to Bill Gates.

He has leveraged these strengths to found over 15 companies in the areas of Farming, Agri-Retail, Distribution, Media and Ag Tech including The Agri-Trend/Agri-Data Group of Companies which was acquired by Trimble. He served as CEO of DOT Technology Corp (Autonomous Farming) through the acquisition of Dot by Raven Industries.

He serves on several Boards, is an advisor to Olds College, is a member of the A100 (Alberta Tech Entrepreneur Network), a student of Strategic Coach and Singularity University and a member of Abundance 360. As a partner in Perigro Venture Partners he participates in early stage technology investments.

He been recognized for agriculture leadership by the Alberta Institute of Agrologists (Provincial Distinguished Agrologist of the Year) and in 2016 was awarded Canadian Agri-Marketer of the Year by the Canadian Agri-Marketing Association.

Mareese Keane - Director

Mareese Keane has more than 20 years of experience helping enterprises to evaluate and create new opportunities for growth and development. She cofounded Opengate Partners in 2020 to service the intersection of agtech startups and corporations, helping to design and deliver unique corporate innovation services for agriculture and food corporations and drive growth for startups through effective corporate engagement. Previously she developed and ran the award-winning THRIVE acceleration program for AgTech startups.

Mareese's early career was focused on environmental issues, specifically waste management, and she has degrees from Ireland and the UK in Geology and Environmental Sciences, and certifications in Design Thinking and Business Strategy from IdeoU.

Greg Andrukow - Director

Greg Andrukow is President / CEO of SDMC Ag Inc. and Point Forward Solutions Inc., which specialize in cutting-edge precision agriculture and sustainable solutions. Greg is one of the general partners of Ag Capital Canada. Ag Capital Canada's approach is to make a lasting impact on the Canadian Ag Industry by helping build healthy and profitable companies.

Previously, Greg was CEO and major shareholder of Andrukow Group Solutions Inc. (AGSI), a leader in the ag retail community for 37 years. Prior to its sale in 2016, AGSI was one of the largest independent ag retailers in North America. AGSI was instrumental in leading the industry through its various innovations, including developing one of the first high clearance sprayers, implementing variable rate seed and fertilizer application technology, and creating an app making it possible for customers to load product 24/7.

John McIntyre - Chief Financial Officer

John McIntyre has an Associate Degree Business Management, and a wide range of management, accounting and marketing positions in Canada and the USA with a drilling contractor, a large Canadian oil and gas company and founder and partner in a successful aviation maintenance and ground handling business. Mr. McIntrye has been CFO of Marksmen since 2008.

Brock Moir - Chief Product Officer

Brock Moir received his M Sc while studying the sub-atomic particle collisions produced within the Large Hadron Collider. Throughout his professional career, he has led the development of data science and machine learning products in the utility, building management, and construction domains. Before joining the T1 team, Brock worked alongside some of the top AI researchers in the world at the Alberta Machine Intelligence Institute building services and leading projects designed to guide businesses in developing their AI programs.

Sponsorship of the Proposed Transaction

The Proposed Transaction will be subject to the sponsorship requirements of the Exchange unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent news release. Marksmen intends to apply for a waiver of the sponsorship requirement in connection with the Transaction.

Filing Statement

In connection with the Proposed Transaction and in compliance with the policies of the Exchange, Marksmen will file on SEDAR+ a filing statement which will contain details regarding the Proposed Transaction, Marksmen, T1 and the Resulting Issuer.

Additional Information

If and when a definitive agreement is executed, Marksmen will issue a subsequent press release in accordance with the policies of the Exchange containing details of the definitive agreement and additional terms of the Proposed Transaction, including information relating to sponsorship, summary financial information in respect of T1, and to the extent not contained in this press release, additional information with respect to the Concurrent Financing, history of T1 and the remaining information to be disclosed in accordance with the policies of the Exchange.

It is anticipated that, upon completion, the Proposed Transaction will constitute a "Reverse Takeover" in accordance with Policy 5.2 of the Exchange. In addition to the above, the Corporation will issue additional news releases providing further details regarding the Proposed Transaction, including but not limited to the following circumstances:

1. when there is a material change relating to the Proposed Transaction, including any termination thereof, and in accordance with applicable securities laws;
2. upon identification of the Sponsor, if applicable;
3. at a minimum, every 30 days following the issuance of this initial news release; and
4. upon the closing of the Proposed Transaction.

The LOI expires on August 31, 2025, if the definitive agreement has not been entered into by Marksmen and T1.

Forward-Looking Information Cautionary Statement

Certain statements contained in this news release constitute forward-looking information. These statements include approval of the Proposed Transaction by the board of directors of the Corporation and T1, completion of due diligence, execution of the formal agreement, approval of the Exchange, shareholder approval of the Proposed Transaction and other matters and certain forward-statements relating to the development of T1's platforms and T1's business generally. 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. In particular, statements pertaining to the terms and completion of the Proposed Transaction constitute forward-looking information. 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 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.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Marksmen Energy Inc. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release

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.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250390