Each Unit consists of one common share of the Company (a “Common share“) and one-half of one common stock purchase warrant (each whole warrant, a “Deposit“). Each Warrant entitles the holder to purchase one common share at an exercise price of C$3.00 at any time on or before February 11, 2029.
Red Cloud Securities Inc. (“Red Cloud“) acted as sole underwriter and bookrunner under the Offering. In consideration for their services, Red Cloud received aggregate cash considerations of C$910,000.04 and 404,444 non-transferable common stock purchase warrants (the “Warrants from brokers“). Each Broker Warrant may be exercised at any time on or before February 11, 2029 to acquire one common share of the Company at the Offering Price.
The Company intends to use the net proceeds from the Offering to explore and advance 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 (“IS45-106“), the Units were issued to Canadian purchasers pursuant to the financing exemption for listed issuers under Part 5A of NI 45-106, as amended by Co-ordinated General Order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (the “Exemption for financing of listed issuers“). The securities issued from the sale of Units to purchasers resident in Canada under the Publicly Traded Issuer Financing Exemption will be immediately freely tradable in accordance with applicable Canadian securities laws.
There is an amended and restated offering document dated January 26, 2026 relating to the offering and the Company’s use of the listed issuer financing exemption, which can be accessed under the Company’s profile at www.sedarplus.ca and on the company’s website at www.kingsmenresources.com.
The closing of the Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV“).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including securities in the United States of America. The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“) or any US state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent registration or any applicable exemption from the registration requirements of the US Securities Act and applicable US securities laws.
About Kingsmen Resources
Kingsmen Resources is a discovery-driven explorer focused on unlocking the potential of two 100% owned precious metals 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 involve historically produced high-grade silver and gold mines and are located 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 over 4.5 kilometers in length. At Almoloya, historic drilling, extensive underground workings and multiple vein systems indicate high potential for both vein-hosted and carbonate replacement mineralization. Kingsmen also owns a 1% NSR royalty on the La Trini claims within GoGold Resources’ Los Ricos North project in the state of Jalisco, Mexico.
On behalf of the board,
“Scott Emerson”
Forward-looking statements:
Certain disclosures in this press release may constitute forward-looking information or forward-looking statements within the meaning of Canadian securities laws. These statements may relate to this press release and other matters identified in the Company’s public filings. Forward-looking statements in this press release include, without limitation, statements regarding the intended use of proceeds from the Offering and the receipt of final approval for the Offering from the TSXV. In making the forward-looking statements, the Company has applied certain factors and assumptions that are based on the Company’s current beliefs, as well as assumptions made by and information currently available to the Company. These statements relate to future events and circumstances and as such involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the political environment in which the Company operates and continues to support the development and operation of mining projects; the threat associated with outbreaks of viruses and infectious diseases; risks related to negative publicity relating to the Company or the mining sector in general; planned work programs; allow; and community relations. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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