Subject: Southern Empire Resources Corp. (TSXV: SMP) - News Release
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File: '\\swfile\EmailIn\20261026 101140 Attachment SMP - NR 20261026 - Reinstatement of Trading.v4.docx'
TSX-V: SMP
Frankfurt: 5RE
News Release
October 26, 2026
SOUTHERN EMPIRE ANNOUNCES REINSTATEMENT OF TRADING
Vancouver, British Columbia, October 26, 2026 - SOUTHERN EMPIRE RESOURCES CORP. (TSXV: SMP, FSE: 5RE; the "Corporation" or "Southern Empire") announces that the trading in the common shares will be reinstated on the TSX Venture Exchange.
Further to the Company's news release dated October 9, 2026, trading of the Company's common shares was previously suspended following the issuance of a failure-to-file cease trade order (the "FFCTO") by the British Columbia Securities Commission as a result of the Company's failure to file its interim financial statements and related management's discussion and analysis ("MD&A") for the nine-month period ended July 31, 2026.
The Company filed the required interim financial statements and MD&A on October 7, 2026, and the British Columbia Securities Commission revoked the FFCTO on October 8, 2026. Following the revocation of the FFCTO, the TSX Venture Exchange accepted the reinstatement of trading of the Company's common shares.
As part of the TSX Venture Exchange's reinstatement review, it was determined that the Company granted 2,700,000 stock options on December 22, 2025 (the "December Stock Options") at a time when the Company's Stock Option Plan had not been re-approved by shareholders in accordance with TSX Venture Exchange requirements. Accordingly, the December Stock Options were not granted pursuant to a validly approved stock option plan and are subject to disinterested shareholder approval at the Company's next annual general meeting. Acceptance of the December Stock Options by the TSX Venture Exchange will be conditional upon the Company obtaining and providing evidence of such shareholder approval.
In addition, 500,000 of the December Stock Options were exercised by Mr. Wallster on April 17, 2026. As the December Stock Options have not received the requisite shareholder approval, the exercise of those options has been cancelled and the 500,000 common shares have been returned to treasury. The Company intends to seek the requisite shareholder approval at its next annual general meeting, which is expected to be held in March 2027 following the filing of its annual financial statements for the year ended October 31, 2026. None of the December Stock Options may be exercised until the Company obtains disinterested shareholder approval and acceptance of the TSX Venture Exchange.
About Southern Empire Resources Corp.
Southern Empire is focused on the acquisition, exploration and development of metals and minerals deposits in North America.
In northeastern Durango State, Mexico, Southern Empire has an option to acquire a 100-per-cent beneficial interest in the 1,750-hectare Pedro Gold Project. At Pedro, in the spring of 2022, Southern Empire drilled gold mineralization approximately 800 metres from 2014 drilling by a subsidiary of Newmont Mining Corporation. Gold mineralization, associated with highly anomalous arsenic (orpiment and realgar common), antimony, mercury and thallium, has been identified hosted in permeable basal conglomerates deposited during Oligocene extensional deformation, the latter forming widespread Basin and Range physiography along the eastern part of Sierra madre Occidental. Gold is present in 12 of the 17 drill holes drilled at Pedro to date. Please see Southern Empire's news releases posted on SEDAR+ for further details.
In the Cargo Muchacho mountains of Imperial County, California, Southern Empire owns 100 percent of the historical gold-producing Americal Girl mine property and the adjacent 2,160-hectare (5,338 acre) Oro Cruz Property located approximately 22.5 kilometres (14 miles) southeast of the operating Mesquite gold mine of Equinox Gold Corp.
At Oro Cruz, extensive historical drilling and large-scale open-pit and underground mining of the American Girl, Padre y Madre, Queen, and Cross oxide gold deposits by the Americal Girl Mining Joint Venture ("AGMJV") occurred between 1987 and 1996. During that time, gold was recovered by either heap leaching of lower-grade, or milling of higher-grade ores until AGMJV operations ceased in late 1996 because of declining gold prices leaving the Oro Cruz Property with many gold exploration targets in addition to a historical inferred resource estimate, reported in 2011 by Lincoln Mining Corp., totaling 341,800 ounces gold based on 4,386,000 tonnes averaging 2.2 grams gold per tonne (g Au /t) at a cut-off grade of 0.68g Au/t (4,835,000 tonnes at 0.07 ounces of gold per ton; please refer to the Cautionary Notice Regarding the Oro Cruz Property Historical Resource Estimate below).
On behalf of the Board of Directors of Southern Empire Resources Corp.,
Dale Wallster, CEO and Director.
For further information on Southern Empire, please visit: www.smp.gold and SEDAR+ or contact:
Lubca Keighery, (778) 889-5476, lubica@smp.gold.
Cautionary Notice on Forward-Looking Information
Information provided in this news release may contain forward-looking information or forward-looking statements that are based on assumptions as of the date of this news release. Such information or statements reflect management's current estimates, beliefs, intentions, and expectations and are not guarantees of future performance. Southern Empire cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond its respective control. Such factors include, among other things: risks and uncertainties identified in its annual and interim financial statements and management discussion and analysis. Accordingly, actual and future events, conditions, and results may differ materially from the estimates, beliefs, intention, and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Southern Empire undertakes no obligation to publicly update or revise forward-looking information.
Cautionary Notice Regarding Historical Resource Estimate
The Oro Cruz Project historical resource estimate is disclosed in a technical report dated April 29, 2011, prepared for Lincoln Mining Corp. by Tetra Tech, Inc. and filed on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval ("SEDAR+"). It uses the term inferred mineral resource, which is a category set out in NI 43-101. It was based on historical reverse circulation and core drill hole sample, underground channel sample, and blasthole sample assay results and calculated using ordinary kriging to estimate gold grades in 10-foot-by-10-foot-by-five-foot blocks. Accordingly, Southern Empire considers this historical estimate reliable as well as relevant as it represents key targets for future exploration work. However, a QP has not done sufficient work to verify or classify the historical estimates as a current mineral resource and Southern Empire is not treating this historical estimate as current mineral resources.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accept responsibility for the adequacy or accuracy of this release.
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