Kingsmen Resources Announces Results of Annual and Special Meeting of Shareholders

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Kingsmen Resources (OTCQB: KNGRF) held its Annual and Special Meeting on September 10, 2025, where shareholders elected six directors to the board and approved key resolutions. The company received approval for a new 10% rolling omnibus equity incentive plan, pending TSX Venture Exchange final acceptance.

Following the meeting, the board appointed Scott Emerson as President and CEO, Nick DeMare as CFO, and Harvey Lim as Corporate Secretary. The audit committee will consist of DeMare, Johnston, and Downes.

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Vancouver, British Columbia--(Newsfile Corp. - September 10, 2025) - KINGSMEN RESOURCES LTD. (TSXV: KNG) (OTCQB: KNGRF) (FSE: TUY) ("KINGSMEN" or the "COMPANY") is pleased to announce that at the Annual and Special Meeting (the "Meeting") of Shareholders of the Company held on September 10, 2025, Messrs. Scott Emerson, Nick DeMare, Rod Johnston, Kieran Downes, Carlos Garza and Mark J. Pryor were elected as directors.

The shareholders also passed all other resolutions including an ordinary resolution to approve a new 10% rolling omnibus equity incentive plan (the "Equity Incentive Plan"). The Equity Incentive Plan, which is subject to final acceptance by the TSX Venture Exchange, allows for the issuance of incentive stock options, deferred share units, performance share units, restricted share units, stock appreciation rights and stock purchase rights (collectively the "Awards"). The maximum number of shares reserved for issuance on exercise of all the Awards granted under the Equity Incentive Plan shall not exceed 10% of the issued and outstanding common shares as at the date of grant of any Award.

Following the Meeting, the Board appointed Mr. Scott Emerson as President and CEO, Mr. Nick DeMare as CFO and Mr. Harvey Lim as Corporate Secretary of the Company. Messrs. DeMare, Johnston and Downes were appointed to the audit committee.

About Kingsmen Resources
Kingsmen Resources is a mineral exploration company focused on advancing its 100% held projects,the Las Coloradas silver/gold project and Almoloya gold/silver project located in the prolific mining district of Parral Mexico. The projects host historic past producing high-grade silver mines. They are considered to be prospective for hosting further precious metal deposits, being on the same structural and stratigraphic belts that host numerous other, on-trend, high-grade deposits. In addition, the company has a 1% NSR on the La Trini claims which form part of the Los Ricos North project operated by GoGold Resources Inc. in Mexico. Kingsmen is a publicly-traded company (TSXV: KNG) (OTCQB: KNGRF) (FSE:TUY) and is headquartered in Vancouver, British Columbia.

About Las Coloradas
The Las Coloradas Project (8.5 km² -3.3 sq miles) represents a consolidation of a historic mining district which covers numerous silver-gold-lead-zinc-copper mines previously exploited by ASARCO (American Smelting and Refining Company), the U.S. based subsidiary of Grupo Mexico.

Las Coloradas is in the Parral mining district of the Central Mexican Silver Belt, and is located approximately 30 kilometers southeast of the city of Hidalgo de Parral and 40 kilometers east of the San Francisco de Oro and Santa Barbara mining districts where several old major mines are located, such as La Prieta, Veta Colorada, Palmilla, Esmeralda, San Francisco del Oro and Santa Barbara. Click here to see locator map: https://www.kingsmenresources.com/area-history.

On behalf of the Board,
Signed: "Scott Emerson"

Scott Emerson, President & CEO
Phone: 6046859316
Email: se@kingsmenresources.com
Follow us on: LinkedIn, Instagram and X

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements:

Certain disclosure contained in this news release may constitute forward-looking information or forward-looking statements, within the meaning of Canadian securities laws. These statements may relate to this news release and other matters identified in the Company's public filings. 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 address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the 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 continuing to support the development and operation of mining projects; the threat associated with outbreaks of viruses and infectious diseases; risks related to negative publicity with respect to the Company or the mining industry in general; planned work programs; permitting; 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/265951

FAQ

Who are the newly elected directors of Kingsmen Resources (KNGRF) in 2025?

The newly elected directors are Scott Emerson, Nick DeMare, Rod Johnston, Kieran Downes, Carlos Garza and Mark J. Pryor.

What is the new equity incentive plan approved by Kingsmen Resources shareholders?

Shareholders approved a 10% rolling omnibus equity incentive plan that allows for issuance of various awards including stock options, deferred share units, performance share units, restricted share units, and stock appreciation rights.

Who was appointed as the new CEO and CFO of Kingsmen Resources?

Scott Emerson was appointed as President and CEO, while Nick DeMare was appointed as CFO.

What is the maximum number of shares that can be issued under Kingsmen's new equity incentive plan?

The maximum number of shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares as at the date of grant of any Award.