Kingsmen Resources Ltd. — Management Reports 2025

May 16, 2025

KINGSMEN RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2025

This discussion and analysis of financial position and results of operation is prepared as at May 16, 2025 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 of Kingsmen Resources Ltd. (the "Company"). The following disclosure and associated financial statements are presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and Interpretations of the IFRS Committee. Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis ("MD&A") are quoted in Canadian dollars.

Forward-Looking Statements

This MD&A contains certain statements that may constitute "forward-looking statements". Forward-looking statements include but are not limited to, statements regarding future anticipated exploration programs and the timing thereof, and business and financing plans. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, but not limited to, the Company's ability to identify one or more economic deposits on its properties, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

Historical results of operations and trends that may be inferred from this MD&A may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.

All of the Company's public disclosure filings, including its most recent management information circular, material change reports, press releases and other information, may be accessed via www.sedarplus.ca and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.

Company Overview

The Company is a reporting issuer in British Columbia and Alberta and trades on the TSX Venture Exchange ("TSXV") under the symbol "KNG" and on the OTCQB under the symbol "KNGRF". The Company is a junior mineral exploration company primarily engaged in the acquisition and exploration of precious metals on mineral properties in Mexico. The Company's principal office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7.

Directors and Officers

As of the date of this MD&A the Officers and Directors of the Company are as follows:

• Scott Emerson - President, Chief Executive Officer ("CEO") and Director
• Nick DeMare - Chief Financial Officer ("CFO") and Director
• Rod Johnston - Director
• Kieran Downes - Director
• Carlos Garza - Director
• Mark J. Pryor - Director

• Harvey Lim - Corporate Secretary

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Las Coloradas Project

Kingsmen controls a 100% interest in a group of claims (the “Las Coloradas Project”) located in the Parral Mining District, State of Chihuahua, Mexico.

The project area is located approximately 30 kilometres southeast of the city of Hidalgo de Parral and 40 kilometers east of the mid-Tertiary polymetallic quartz sulfide vein deposits of the San Francisco del Oro and Santa Barbara mining districts which are amongst the largest Pb-Zn-Cu-Ag deposits in Mexico.

Historic mining on a small area of the project by the American Smelting and Refining Company (“ASARCO”) was conducted between 1943 - 1952 with production from the La Soledad, Santo Niño, Eva and Rosario veins. The project area has recently been consolidated and is located within a well-established mining district, with the local communities fully supportive of mining.

The Las Coloradas Project is an underground epithermal, high-grade, narrow-vein, silver-gold copper-lead-zinc project within the Carbonate Replacement Deposits belt of Chihuahua state, Mexico. Outcropping mineralization is hosted by the Mezcalera Lower Cretaceous Formation. The Mezcalera Formation is of similar age and composition to the Parral Formation that hosts the mineralization in the San Francisco del Oro and Santa Barbara districts.

The Company has reported a 1:5,000 scale geological map of the 100% owned Las Coloradas project and its structural control(s) that delivers an excellent understanding of the mineralization in the Soledad and Soledad II structures and their subsidiaries. The flexures, intersecting structures, en echelon veins, and dilation zones control the development and location of individual bodies of mineralization. The currently exposed geology, structures and mineralization are functions of erosion and imperfect exposure. The significant strike length of the Soledad and Soledad II structures indicate the structures will continue at depth with the potential for high grade silver mineralization. The structures have not been tested/explored at depth, to-date. The mineralized structures may go to significant depths as in the San Francisco del Oro and Santa Barbara district where mineralized structures persist to depths of 800 meters. In addition, the Company also acquired ground magnetic coverage of the project area. The detailed magnetic geophysical information will provide guidance for expanding the mineralization.

Three important areas of mineralization are currently recognized on the Soledad structures. The first is at the southeast end of the Soledad structure, in the area of the Rosario and Soledad shafts, where highlights of the sampling include 2 > 500 g/t silver, 4 > 400 g/t silver and 9 > 100 g/t silver. The second important area is the cluster of old workings at the northwest end of the Soledad II structure where highlights of the sampling include 1 > 400 g/t silver, 1 > 300 g/t silver, 1 > 200 g/t silver and 1 > 100 g/t silver. The third important area is the cluster of old workings in the NW part of the Soledad structure where highlights of the sampling include 1 > 400 g/t silver, 1 > 300 g/t silver, 1 > 200 g/t silver and 1 > 100 g/t silver. None of these areas have been drill tested.

In March 2025 the Company received results from the recent 3D induced polarization resistivity (“3D IP”) survey conducted over approximately 1/3 of the Las Coloradas Project area. The 3D IP survey both confirmed and further defined additional key targets.

The on-going field programs along with the technical data have expanded our understanding of the deposit. As of the date of this MD&A, the Company is moving forward with its diamond drill program, with crews in the field, spotting holes and preparing drill pads. The drill program will be focused on the Soledad and Soledad II structures/vein systems where surface sampling of residual mineralization in historic workings and the historic past producing underground Las Coloradas mine has yielded significant silver grades and, locally, anomalous gold values.

Qualified Person

The scientific and technical disclosure in this MD&A has been reviewed and approved by Kieran Downes, Ph.D., P. Geo., a Qualified Person as defined by National Instrument 43-101. Mr. Downes is a Director of the Company.

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Selected Financial Data

The following selected financial information is derived from the unaudited condensed consolidated interim financial statements of the Company prepared in accordance with IFRS.

	Fiscal 2025	Fiscal 2024				Fiscal 2023
Three Months Ended	Mar. 31 2025 $	Dec. 31 2024 $	Sep. 30 2024 $	Jun. 30 2024 $	Mar. 31 2024 $	Dec. 31 2023 $	Sep. 30 2023 $	Jun. 30 2023 $
Operations:
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Expenses	(204,058)	(457,684)	(110,476)	(130,942)	(130,128)	(181,819)	(96,007)	(136,801)
Other items	8,073	15,123	5,485	6,818	11,691	(348)	12,546	12,780
Net loss and comprehensive loss	(195,985)	(442,561)	(104,991)	(124,124)	(118,437)	(182,167)	(83,461)	(124,021)
Basic and diluted loss per share	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.00)	(0.01)
Dividends per share	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Statement of Financial Position:
Working capital	852,325	1,254,431	473,215	604,553	741,077	877,592	1,101,829	1,239,104
Total assets	1,574,497	1,784,831	946,372	1,024,772	1,182,397	1,268,932	1,402,248	1,498,498
Total long-term liabilities	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024

During the three months ended March 31, 2025 ("Q1/2025") the Company reported a net loss of $195,985 compared to a net loss of $442,561 for the three months ended December 31, 2024 ("Q4/2024"), a decrease in loss of $246,576. The decrease in loss was primarily due to a $253,626 decrease in general and administrative expenses, from $457,684 in Q4/2024 to $204,058 in Q1/2025 primarily due to share-based compensation of $304,200 recorded in Q4/2024 on the granting of 4,000,000 share options. No share options were granted in Q1/2025.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

During the three months ended March 31, 2025 ("Q1/2025") the Company reported a net loss of $195,985 compared to a net loss of $118,437 for the three months ended March 31, 2024 ("Q1/2024"), an $77,548 increase in loss. The increase in loss is mainly due to a $73,930 increase in general and administrative expenses, from $130,128 in Q1/2024 to $204,058 in Q1/2025.

Significant fluctuations in expenses are as follows:

(i) during Q1/2025 the Company incurred $36,532 to attend investment conferences in Europe. During Q1/2024 the Company did not attend any investment conferences;

(ii) a $17,796 increase in travel expenses, from $5,215 in Q1/2024 to $23,011 in Q1/2025. During Q1/2025 management traveled to attend investment conferences in Toronto and Europe;

(iii) during Q1/2025 the Company incurred $10,600 (Q1/2024 - $9,674) for accounting and administrative services provided by Chase Management Ltd., a private corporation owned by Mr. DeMare, for accounting and administration services provided by Chase personnel, excluding Mr. DeMare;

(iv) a $4,551 increase in professional fees for corporate advisory services rendered from, $26,200 in Q1/2024 to $30,751 in Q1/2025; and

(v) a $10,500 increase in director and officer compensation, from $45,000 in Q1/2024 to $55,500 in Q1/2025. See “Related Party Disclosures”.

Financings

No financings were conducted during Q1/2025 or Q1/2024. See “Financial Condition / Capital Reserve”

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Financial Condition / Capital Resources

As at March 31, 2025 the Company had working capital in the amount of $852,325. Although management considers that the Company has adequate resources to maintain its core operations, make option or property payments as required, conduct planned exploration programs on its existing exploration and evaluation assets and discharge its obligations as they become due in the next twelve months, the Company recognizes that exploration expenditures may change with ongoing results and, as a result, it may be required to obtain additional financing. While the Company has been successful in securing financings in the past there can be no assurance that it will be able to do so in the future.

On April 15, 2025 the Company announced a non-brokered private placement financing of up to 2,100,000 units as a price of $0.72 per unit, to raise up to $1,512,000. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at an exercise price of $1.05 per share for a period of two years from closing. As at May 14, 2025 the Company has received $176,765 for this private placement.

Contractual Commitments

Other than its property agreements, the Company has no other contractual commitments. See "Las Coloradas Project".

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company has no proposed transactions.

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Examples of significant estimates made by management include estimating the fair values of financial instruments, valuation allowances for deferred income tax assets and assumptions used for share-based compensation. Actual results may differ from those estimates.

A detailed summary of the Company's critical accounting estimates and sources of estimation is included in Note 3 to the December 31, 2024 audited annual consolidated financial statements.

Changes in Accounting Policies

There were no changes in accounting policies.

A detailed summary of the Company's significant accounting policies is included in Note 3 to the December 31, 2024 audited annual consolidated financial statements.

Related Party Disclosures

Transactions made with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company's Board of Directors and executive officers.

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(a) During Q1/2025 and Q1/2024 the following amounts were incurred with respect to its key management personnel:

| | Q1/2025
$ | Q1/2024
$ |
| --- | --- | --- |
| Mr. Emerson - CEO and director | 37,500 | 37,500 |
| Mr. DeMare - CFO and director | 4,500 | 1,500 |
| Mr. Johnston - director | 3,000 | 1,500 |
| Mr. Downes - director | 11,975 | 4,800 |
| Mr. Garza - director | 3,000 | 1,500 |
| Mr. Pryor - director (1) | 3,000 | - |
| Mr. Lim - Corporate Secretary | 1,500 | 1,500 |
| | 64,475 | 48,300 |

(1) Mr. Pryor was appointed as a director on August 20, 2024.

During Q1/2025 the Company incurred total compensation of $64,475 (Q1/2024 - $48,300) to key management personnel of which $55,500 (Q1/2024 - $45,000) was expensed to director and officer compensation and $8,975 (Q1/2024 - $3,300) was capitalized to exploration and evaluation assets. As at March 31, 2025 $12,741 (December 31, 2024 - $9,066) remained unpaid

(b) During Q1/2025 the Company incurred a total of $10,600 (Q1/2024 - $9,674) to Chase, a private corporation owned by Mr. DeMare, for accounting and administration services provided by Chase personnel, excluding Mr. DeMare. As at March 31, 2025 $2,800 (December 31, 2024 - $950) remained unpaid.

Outstanding Share Data

The Company’s authorized share capital is unlimited common shares with no par value. As at May 16, 2025 there were 23,854,919 common shares issued and outstanding, 3,520,000 warrants outstanding at an exercise price of $0.40 per share and 1,665,000 share options outstanding at an exercise price of $0.36 per share.