Mr. Scott Emerson reports
KINGSMEN RESOURCES ANNOUNCES CLOSING OF BOUGHT DEAL PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$13 MILLION
Kingsmen Resources Ltd. has closed its previously announced bought-deal-basis private placement for gross proceeds of $13,000,000.50, which includes the exercise in full of the underwriter's option. Pursuant to the offering, the company sold 5,777,778 units of the company at a price of $2.25 per unit.
Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at an exercise price of $3 at any time on or before Feb. 11, 2029.
Red Cloud Securities Inc. acted as sole underwriter and bookrunner under the offering. As consideration for its services, Red Cloud received aggregate cash fees of $910,000.04 and 404,444 non-transferable common share purchase warrants. Each broker warrant is exercisable to acquire one common share of the company at the offering price at any time on or before Feb. 11, 2029.
The company intends to use the net proceeds of the offering for the exploration and advancement of the company's Las Coloradas and Almoloya projects in the historic Parral region of Chihuahua, Mexico, as well as for working capital and general corporate purposes.
In accordance with National Instrument 45-106, Prospectus Exemptions, the units were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued from the sale of units to purchasers resident in Canada under the listed issuer financing exemption are immediately freely tradeable in accordance with applicable Canadian securities legislation.
There is an amended and restated offering document dated Jan. 26, 2026, related to the offering and the use by the company of the listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and on the company's website.
The closing of the offering remains subject to the final approval of the TSX Venture Exchange.
About Kingsmen Resources Ltd.
Kingsmen Resources is a discovery-driven explorer focused on unlocking the potential of two 100-per-cent-owned precious metal districts Las Coloradas and Almoloya, located in the historic Parral region of Chihuahua, Mexico, one of the most productive silver belts in the world. Both projects cover past-producing high-grade silver and gold mines, and lie directly on the structural corridors that host many of Mexico's most notable silver-gold deposits. Recent drilling at Las Coloradas has confirmed new zones of shallow, high-grade mineralization and highlighted the potential for multiple parallel structures across a 4.5-kilometre trend. At Almoloya, historical drilling, extensive underground workings and multiple vein systems point to strong potential for both vein-hosted and carbonate-replacement-style mineralization. Kingsmen also owns a 1-per-cent net smelter return (NSR) royalty on the La Trini claims within GoGold Resources' Los Ricos North project in Jalisco state, Mexico.
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