Mr. Scott Emerson reports

KINGSMEN RESOURCES ANNOUNCES UPSIZE OF BOUGHT DEAL PRIVATE PLACEMENT TO GROSS PROCEEDS OF C$11 MILLION

Kingsmen Resources Ltd., as a result of strong investor demand, has increased the size of its previously announced bought deal basis private placement from gross proceeds of $10,000,001.25 to gross proceeds of $11,000,000.25. Pursuant to the upsized underwritten offering, Red Cloud Securities Inc., as sole underwriter and bookrunner, has agreed to purchase for resale 4,888,889 units of the company at a price of $2.25 per unit.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of $3 at any time until the date that is 36 months from the closing date (as herein defined).

The company will grant to Red Cloud an option, exercisable in full or in part, up to 48 hours prior to the closing date, to purchase for resale up to an additional 888,889 units at the offering price for additional gross proceeds of up to approximately $2,000,000.25. The underwritten offering and the securities issuable upon exercise of the underwriter's option shall be collectively referred to as the offering.

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.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario 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 issuable from the sale of units to purchasers resident in Canada under the listed issuer financing exemption are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation. The units will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

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. Prospective investors should read this amended offering document before making an investment decision.

The offering is anticipated to close on or about Feb. 11, 2026, or such other date as the company and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the 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.

We seek Safe Harbor.