Kingsmen Resources Raises $1,135,000 in Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - May 21, 2025) - KINGSMEN RESOURCES LTD. (TSXV: KNG) (OTCQB: KNGRF) (FSE: TUY) ("KINGSMEN" or the "COMPANY") is pleased to announce it has closed its non-brokered private placement financing (the "Private Placement") announced on April 15^th and April 23^rd, 2025. The Company raised gross proceeds of $1,135,000 by issuing a total of 1,576,389 units (each a "Unit"), at a price of $0.72 per Unit. Each Unit comprised one common share and one-half of a common share purchase warrant. Each whole warrant (a "Warrant") entitles the holder to purchase an additional common share at a price of $1.05 for a period of two years from closing. Net proceeds will be used to further advance its Las Coloradas Silver/Gold project in Mexico and for working capital. A total of $24,623 cash finders' fees were paid on a portion of the Private Placement. All securities issued in the Financing are subject to a four-month hold period and to all necessary regulatory approvals, including the final acceptance of the Exchange.

Certain insiders of the Company participated in the Private Placement and purchased 25,214 Units for a total of $18,154. Participation of insiders in the offering constituted a "related party transaction" as defined under Multilateral Instrument 61‐101 - Protection of Minority Security Holders in Special Transactions ("MI 61‐101"), but was exempt from the formal valuation and minority shareholder approval requirements of MI 61‐101, as neither the fair market value of the securities issued to the insider nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.