Kingsmen Announces Non-Brokered Financing and Share Consolidation
TSXV: KNG
OTCQB: KNGRF
Suite 1305, 1090 West Georgia Street | Vancouver, BC, V6E 3V7, Canada
Tel: (604) 685-9316| Fax: (604) 683-1585
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OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Kingsmen Announces Non-Brokered Financing and Share Consolidation
Vancouver, British Columbia – March 9 , 202 3 - Kingsmen Resources Ltd. ("Kingsmen" or the
“Company") (TSXV:KNG) (OTCQB: KNGRF) announces that the Company has closed a non-brokered
private placement rais ing CDN $800,025. The proceeds will be used for general working capital of the
Company. The financing consisted of 10,667,000 common shares, at a price of CDN$0.075 per share, on a
pre-consolidated basis, subject to r egulatory approval. There are no warrants and no finders’ fees
contemplated with the financing. No insiders participated in the financing
In addition, the Company wishes to proceed with a stock consolidation of one (1) new common share for
every two (2) old common shares, subject to regulatory approval. The Company currently has 28,032,825
common shares issued and outstanding. Post consolidation, the Company will have approximately
14,016,412 common shares issued or approximately 19,349,745 common shares i ssued on closing of the
proposed financing. The Company will not change its corporate name and the stock symbol s will remain
“KNG”, “KNGRF”. The Company will focus on its Las Colorad as Project and expanding its presence in
Mexico.
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 und er 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 def ined 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.
About Kingsmen Resources and the Las Coloradas Historic Mine District
Kingsmen Resources Ltd. is a Canadian exploration company whose management has more the 30 years’
experience in the discovery and financing of precious metals projects in Mexico, Canada, the U.S and Latin
America.
Kingsmen’s 100% owned Las Coloradas brownfield project is located within the north-east portion of the
Central Mexican Silver Belt, in the southeastern corner of the Parral mining district, approximately 40
kilometers east of the San Francisco de Oro and Santa Barbera mining districts. New, major mining projects
are currently being explored in the district; Cordero (Discovery Silver Corp.), 35 kms north of Parral, and
La Cigarra (Kootenay Silver Inc.), 35 kms northwest of Parral. The historically exploited Las Colora das
mineralization is classic silver-zinc-lead- gold hosted in high grade epithermal veins similar to those of the
Parral district. In addition the Company holds a 1% NSR on the La Trini project which forms part of the
Los Ricos North project operated by GoGold Resources.
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Signed: “Scott Emerson”
President & CEO
Phone: 6046859316
Email: [email protected]
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada
accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statement:
All statements, trend analysis and other information contained in this press release about anticipated future events or
results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the
use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements
that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and o ther similar
expressions. All statements, other than statements of historical fact, included herein, including, without limitation,
statements regarding the completion of the acquisition of the Las Coloradas Project and receipt of regulatory
approval, are forward-looking statements. Although Kingsmen believes that the expectations reflected in such
forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward -
looking statements since Kingsmen can give no assura nce that such expectations will prove to be correct. These
statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events
to differ materially from those anticipated in such forward -looking statements, including the risks, uncertainties and
other factors identified in Kingsmen’s periodic filings with Canadian securities regulators, and assumptions made
with regard to: Kingsmen’s ability to make the required payments under the definitive agreements; and Kingsmen’s
ability to secure the necessary regulatory approvals. Forward -looking statements are subject to business and
economic risks and uncertainties and other factors that could cause actual results of operations to differ materially
from those contained in the forward -looking statements. Important factors that could cause actual results to differ
materially from Kingsmen’s expectations include risks associated with the business of Kingsmen; risks related to the
satisfaction or waiver o f certain conditions to the closing of the acquisition of the Las Coloradas Project; non -
completion of the acquisition of the Las Coloradas Project; risks related to exploration and potential development of
the Las Coloradas Project; business and economic conditions in the mining industry generally; fluctuations in
commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the
geology, continuity and grade of mineral deposits; the need for cooperation of government agencies in the exploration
and development of properties and the issuance of required permits; the need to obtain additional financing to develop
properties and uncertainty as to the availability and terms of future financing; the possibility of de lay in exploration
or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely
availability of permits and other governmental approvals; and other risk factors as detailed from time to time and
additional risks identified in Kingsmen’s filings with Canadian securities regulators on SEDAR in Canada (available
at www.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the
statements are made. Kingsmen does not und ertake any obligation to update forward looking statements except as
required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.