Kingsmen Resources Ltd. — Management Reports 2026

Apr 16, 2026

KINGSMEN RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2025

This discussion and analysis of financial position and results of operation is prepared as at April 16, 2026 and should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2025 and 2024 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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Properties Update

Las Coloradas Project - Silver/Gold, Mexico

The Las Coloradas Project area is located approximately 30 kilometres southeast of the city of Hidalgo de Parral, Mexico 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.

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.

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.

In June 2025 the Company commenced its drill program of 3,227 meters in 12 core holes. The drill program tested silver mineralized zones on the Soledad and Soledad II structures, as well as targets identified by geophysical surveying (induced polarization-resistivity, ground magnetics) of prospective geology.

The drill program only tested short segments of the Soledad (1.6 km) and Soledad II (1.2 km) structures/vein systems. There are no maps of the old underground mine workings on the two structures and no maps of the geology of the workings exist.

On September 24, 2025 the Company’s announced assay results from Hole LC-25-010 that was drilled on the Soledad structure. The hole intersected 1,028 g/t silver equivalent over 1.45 meters (455 g/t silver) from 190.25-191.70m, including 1,742 g/t silver equivalent over 0.70 meters (770 g/t silver) from 190.85-191.55m. The high grade intersection is within a zone of 138 g/t silver equivalent over 13.35 meters (64.3 g/t silver) from 178.35-191.70m. This shallow mineralization starts at approximately 125 meters depth.

On December 3, 2025 the Company announced assay results from hole LC-25-008 drilled 160 meters from hole LC-225-010. The hole intersected 931 g/t silver equivalent with 1.28 g/t gold (521 g/t silver) over 1.6 meters from 156.4-158.0m. The high grade shallow intersection is within a zone of 200 g/t silver equivalent with 0.28 g/t gold over 10.50m (97.4 g/t silver) from 154.5-165.0m. The mineralization starts at approximately 135 meters vertical depth.

On January 8, 2026 the Company announced assay results from holes LC-25-009, LC-25-011 and LC-25-012, the first and only hole to-date drilled on the Soledad II vein/structure. LC-25-012 was drilled approximately 1.5 km northwest of the Soledad discovery (LC-25-010 which returned 1.45 m @ 1,028 g/t AgEq – see above). Highlights of the hole LC-25-012 intersection are:

• 4.8 m @ 90 g/t AgEq (52.6 g/t Ag) from 56.7 m, including:
• 1.3 m @ 270 g/t AgEq (143 g/t Ag & 0.72 g/t Au) from 56.7 m, including:
• 0.8 m @ 360 g/t AgEq (220 g/t Ag & 0.223 g/t Au) from 57.2 m

On January 13, 2026 the Company announced assays for hole LC-25-002, LC-25-003 and LC-25-004 drilled on the DBD zone. Hole LC-25-004 intersected significant, shallow, silver rich mineralization. Highlights are as follows:

• 241 g/t silver equivalent over 3.15 meters (131 g/t silver) from 70.15-73.30m including 525 g/t silver equivalent over 1.15 meters (292 g/t silver) from 71.2-72.35m.
• intercept from only 70.0 meters down-hole
• 300 meters of undrilled vein/structure with strong surface silver values

The DBD target covers an area of historic underground artisanal mining on the Soledad structure.

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On January 19, 2026 the Company reported assays from diamond drill holes LC-25-005, LC-25-006 and LC-25-007 drilled on the Soledad mineralized structure. Assays from hole LC-25-010, drilled as an undercut to LC-25-005, were previously reported. Highlights are as follows:

• LC-25-005: 15.7 meters @ 74 g/t Ag Eq (46 g/t Ag) in alteration zone (107.5-123.2m) including:
• Upper zone: 704 g/t Ag Eq (460 g/t Ag) over 0.35m (108.5 - 108.85m)
• Lower zone: 1379 g/t Ag Eq (848 g/t Ag & 0.87g/t Au) over 0.6m (115.6-116.2m)
• Increasing width and grade of the silver mineralization in LC-25-010 (previously reported) clearly show the potential at depth for untested significant high grade silver mineralization
• Holes LC-25-006 and LC-25-007 intersected old workings where the Soledad mineralization had been mined out in the 1940s which accounts for the absence of Soledad mine mineralization in hole LC-25-006 and LC-25-007
• High-grade silver intersection in LC-25-006, and the high-grade silver and gold intersections in LC-25-007, coupled with wide alteration show, show potential for untested silver and gold mineralization along strike and at depth

The upcoming drill program will comprise step-out and deeper drilling around the high-grade silver mineralization intersected in the Soledad and Soledad II vein/structures. Drilling on the Soledad vein/structure has tested very specific targets and approximately 700 meters of the system remains to be drilled. With only one shallow hole drilled, the ~1.7 km-long Soledad II vein/structure offers excellent discovery potential. In addition a portion of the drilling campaign will be testing high potential exploration targets across the property.

On April 7, 2026, the Company reported it had exercised an option to acquire a 100% interest in the Claudia 2 claim, free of any NSR royalty. The claim covers the Saddle target, and parallel structures and the southerly extensions to the Soledad and Soledad II mineralized silver-gold vein systems.

Almoloya Project - Gold/Silver, Mexico

In July 2025 the Company announced that it had entered into a letter of intent for an option to acquire 100% interest in the Almoloya Project, a gold-silver project, located in the Parral Mining District of Chihuahua, Mexico. On October 24, 2025 the Company announced that the transaction to acquire an option to acquire a 100% interest in the Almoloya Project had been completed. The terms of the agreement require the Company to make staged cash payments totalling US $8,625,000 over an eight year period with the amount to be paid in the first two years being a total of US $325,000 (including US $75,000 which was paid in January 2026). The Company has also agreed to conduct a minimum of US $200,000 per annum on exploration activities on the Almoloya Project during the duration of the option period. For fiscal 2026 the Company intends to conduct reconnaissance exploration prior to detailed geophysics and diamond drilling.

The Almoloya Project is located approximately 30 kilometres from the Company's Las Coloradas Project. The Almoloya Project was identified as part of the Company's continuing regional exploration program in the Parral mining district, which prioritizes historic past producing mines with gold-silver potential and has a focus on epithermal and carbonate replacement deposits ("CRD") precious metal systems. The Almoloya Project includes the past producing Cigarrero and Las Juliettas prospects and represents a consolidation of five mineral claims into a single, contiguous land package covering 866.25 hectares (2,140.55 acres).

On December 15, 2025 the Company reported results from it's surface sampling program of old workings along the Juliettas structure of the Almoloya project. A total of 527 samples were collected from historic underground workings and surface samples on the Juliettas prospect in the South Block. Two long N-trending structures were identified as well as local NW-trending shorter structures. The structures are from 50m to 400m in length, are up to 1.2m wide and are up to 200m deep. The gold mineralization occurs with calcite-dolomite-iron oxide and pyrite in veins and stockworks. The host rock is limestone with moderate to strong marbling and recrystallization.

• 28 samples contained >6.16 g/t gold
• 82 samples contained 1.14 – 5.9 g/t gold
• 168 samples contained 0.13 – 1.02 g/t gold
• 249 samples contained <0.13 g/t gold

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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.

Selected Financial Data

The following selected financial information is derived from the audited annual consolidated financial statements of the Company prepared in accordance with IFRS.

	Years Ended December 31,
	2025 $	2024 $	2023 $
Operations:
Revenues	Nil	Nil	Nil
Expenses	(814,533)	(829,230)	(512,894)
Other items	17,696	39,117	33,364
Net loss and comprehensive loss	(796,837)	(790,113)	(479,530)
Basic and diluted loss per share	(0.03)	(0.04)	(0.03)
Dividends per share	Nil	Nil	Nil
Statement of Financial Position:
Working capital	4,148,396	1,254,431	877,592
Total assets	6,338,082	1,784,831	1,268,932
Total long-term liabilities	Nil	Nil	Nil

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
Three Months Ended	Dec. 31 2025 $	Sep. 30 2025 $	Jun. 30 2025 $	Mar. 31 2025 $	Dec. 31 2024 $	Sep. 30 2024 $	Jun. 30 2024 $	Mar. 31 2024 $
Operations:
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Expenses	(250,233)	(168,501)	(191,741)	(204,058)	(457,684)	(110,476)	(130,942)	(130,128)
Other items	7,269	13,268	(10,914)	8,073	15,123	5,485	6,818	11,691
Net loss and comprehensive loss	(242,964)	(155,233)	(202,655)	(195,985)	(442,561)	(104,991)	(124,124)	(118,437)
Basic and diluted loss per share	(0.01)	(0.00)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)
Dividends per share	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Statement of Financial Position:
Working capital	4,148,396	737,100	1,720,251	852,325	1,254,431	473,215	604,553	741,077
Total assets	6,338,082	2,604,407	2,576,903	1,574,497	1,784,831	946,372	1,024,772	1,182,397
Total long-term liabilities	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

As at the date of this MD&A, the Company has not earned any production revenue, nor found proved reserves on any of its unproven mineral interests; therefore, the expenses are not subject to seasonal fluctuations or general trends. The Company's expenses and cash requirements will fluctuate from quarter to quarter depending on the level of activity and, therefore, lack some degree of comparability. The Company's quarterly results may be affected by many factors such as timing of exploration activities, share-based payment costs, marketing activities and other factors that affect Company's exploration and financing activities. Furthermore, the Company's net loss/income may also be affected by interest rates received on cash and foreign exchange fluctuations.

Results of Operations

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

During the three months ended December 31, 2025 ("Q4/2025") the Company reported a net loss of $242,964 compared to a net loss of $442,561 for the three months ended December 31, 2024 ("Q4/2024"), a decrease in loss of

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$199,597. The decrease in loss is due to a $207,451 decrease in general and administrative expenses, from $457,684 in Q4/2024 to $250,233 in Q4/2025, due to:

(i) the recognition of share-based compensation of $304,200 recorded in Q4/2024 on the granting of 4,000,000 share purchase options. No share purchase options were granted in Q4/2025;
(ii) incurred $34,665 in investment conference expenses in Q4/2025 compared to $nil in Q4/2024; and
(iii) professional fees increased by $37,968 in Q4/2025, from $31,601 in Q4/2024 to $69,299 in Q4/2025 to

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

During the year ended December 31, 2025 ("fiscal 2025") the Company reported a net loss of $796,837 compared to a net loss of $790,113 for the year ended December 31, 2024 ("fiscal 2024"), an increase in loss of $6,724. The increase in loss was primarily attributable to a $29,789 fluctuation in foreign exchange from a gain of $831 in fiscal 2024 to a foreign exchange loss of $28,958. The fluctuation in foreign exchange was partially offset by $8,368 increase in interest income from $38,286 in fiscal 2024 to $46,654 in fiscal 2025 and a $14,697 decrease in general and administrative expenses in fiscal 2025, from $829,230 during fiscal 2024 to $814,533 during fiscal 2025. Significant fluctuations in expenses are as follows:

(i) share-based compensation of $304,200 recorded in fiscal 2024 on the granting of 4,000,000 share purchase options. No share purchase options were granted in fiscal 2025;
(ii) during fiscal 2025 the Company incurred $80,058 (2024 - $9,622) to attend a number of investment conferences mainly in Europe. During fiscal 2024 the Company did not attend any European investment conferences;
(iii) a $43,909 increase in travel expenses, from $28,107 in fiscal 2024 to $72,016 in fiscal 2025 due to increased travel to attend investment conferences in Europe in fiscal 2025;
(iv) a $39,369 increase in corporate development expenses from, $54,798 in fiscal 2024 to $94,167 in fiscal 2025;
(v) a $42,539 increase in professional fees for corporate advisory services rendered, from, $121,703 in fiscal 2024 to $164,242 in fiscal 2025; and
(vi) a $39,750 increase in director and officer compensation, from $182,250 in fiscal 2024 to $222,000 in fiscal 2025 period reflecting increased director remuneration and an additional director in fiscal 2025. See “Related Party Disclosures”.

Financings

Fiscal 2025

During fiscal 2025 the Company completed non-brokered private placements totalling 4,511,389 units for total proceeds of $5,185,450. In addition the Company issued a total of 719,000 common shares for $286,600 on the exercise of share options and warrants.

Fiscal 2024

During fiscal 2024 the Company completed a non-brokered private placement totalling 4,000,000 units for proceeds of $1,000,000.

Exploration and Evaluation Assets

During fiscal 2025 the Company incurred a total of $1,515,470 (2024 - $122,012) on the acquisition, exploration and evaluation of its unproven resource assets.

Exploration and acquisitions costs incurred during fiscal 2024 and 2025 are as follows:

	Los Coloradas Project $	Almoloya Project $	Total $
Balance at December 31, 2023	328,274	-	328,274
Exploration costs
Assays	5,118	-	5,118

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	Los Coloradas Project $	Almoloya Project $	Total $
Geology	32,008	-	32,008
Legal	630	-	630
VAT incurred	12,126	-	12,126
	49,882	-	49,882
Acquisition costs
Option payments and renewal fees	72,130	-	72,130
	122,012	-	122,012
Balance at December 31, 2024	450,286	-	450,286
Exploration costs
Assays	124,717	-	124,717
Drilling	493,867	-	493,867
Exploration site	135,816	-	135,816
Geology	167,367	-	167,367
Geophysics	100,963	-	100,963
Legal	36,170	-	36,170
VAT incurred	158,944	-	158,944
	1,217,844	-	1,217,844
Acquisition costs
Option payments and renewal fees	193,819	103,807	297,626
Balance at December 31, 2025	1,861,949	103,807	1,965,756

Financial Condition / Capital Resources

As at December 31, 2025 the Company had working capital in the amount of $4,148,396. 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.

Subsequent to December 31, 2025 the Company completed a private placement and issued a total of 5,777,778 units of the Company at a price of $2.25 per unit for total gross proceeds of $13,000,000. With the closing of this private placement the Company is fully funded for fiscal 2026 for all corporate costs and its planned exploration activities. See also "Properties Update".

Contractual Commitments

Other than its property agreements, the Company has no other contractual commitments.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company has no proposed transactions.

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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, 2025 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, 2025 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.

(a) During fiscal 2025 the Company incurred total compensation of $353,650 (2024 - $202,217) to key management personnel of which $222,000 (2024 - $182,250) was expensed to director and officer compensation and $131,650 (2024 - $19,967) was capitalized to exploration and evaluation assets. As at December 31, 2025 $30,150 (2024 - $9,066) remained unpaid.

During fiscal 2024 the Company also recorded $234,000 share-based compensation for share options granted to the key management personnel.

(b) During fiscal 2025 the Company incurred a total of $45,400 (2024 - $36,324) to Chase, a private corporation owned by Mr. DeMare, for accounting and administration services provided by Chase personnel, excluding Mr. DeMare. As at December 31, 2025 $2,000 (2024 - $950) remained unpaid.

(c) During fiscal 2025 certain directors of the Company and a close family member of a director purchased a total of 25,214 (2024 - 78,000) units of the private placement.

Outstanding Share Data

The Company’s authorized share capital is unlimited common shares with no par value. As at April 16, 2026 there were 34,523,086 common shares issued and outstanding, 8,901,642 warrants outstanding at exercise prices ranging from $0.40 to $3.00 per share and 1,773,300 share options outstanding at exercise prices ranging from $0.36 to $1.90 per share.