Starlo to Acquire Margarita Silver Project, Mexico

Vancouver, British Columbia–(Newsfile Corp. – September 4, 2026) – STARLO VENTURES LTD. (CSE: SLO) (“Starlo“) is pleased to announce it has entered into a binding Letter of Intent dated September 4, 2026 (the “LOI“) with 1588867 B.C. Ltd., a private British Columbia company at arm’s length to Starlo, (“Targetco“) pursuant to which Starlo will acquire (the “Acquisition“) a 100% interest in and to the Margarita Silver Project located in state of Chihuahua, Mexico (the “Margarita Silver Project“). The Acquisition will constitute a reverse takeover of Starlo (the “RTO”).

The Margarita Silver Project is currently owned 100% by Cerosiete Cap CAPI de CV, a company incorporated under the laws of Mexico (“MexicoCo“). Prior to the closing of the Acquisition (the “Closing”), TargetCo will acquire all of the issued and outstanding shares of MexicoCo, and MexicoCo will become a wholly-owned subsidiary of Targetco.

Transaction Terms

Pursuant to the terms of the LOI, in connection with Closing of the Acquisition: i) Starlo will change its name to a new name to be agreed to by the parties (the “Resulting Issuer“), or such other name as the parties agree; ii) the Resulting Issuer will acquire all of the issued and shares in the capital of Targetco from the Targetco shareholders (the “Shareholders“) in consideration for the issuance of 40,000,000 common shares (“Consideration Shares“) and a cash payment of CAD $5,000,000; and iii) the board of directors and senior officers of the Resulting Issuer will be reconstituted to be comprised of at least four directors, a Chief Executive Officer and Chief Financial Officer acceptable to both Starlo and Targetco, acting reasonably. Upon completion of the Acquisition, Targetco will own a 100% interest in the Margarita Silver Project and will be a wholly-owned subsidiary of the Resulting Issuer. The Consideration Shares will be subject to contractual lock-up restricting trading for a period of 18 months, with an amount equal to 20% released every four months. No deposit, advance or loan has been made by Starlo to Targetco in connection with the Acquisition.

Starlo will not be required to obtain shareholder approval in connection with the Acquisition as no new Control Person will be created as a result of the transaction.

Upon the Resulting Issuer producing a technical report on the Margarita Silver Project, prepared in accordance with the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects, that demonstrates inferred and/or measured and indicated resources of at least 20 million oz of silver equivalent Starlo will pay a further cash milestone payment of CAD $5,000,000 to the Shareholders.

Proposed directors and officers of the Resulting Issuer will be disclosed in a subsequent news release.

In connection with the completion of the Acquisition, Starlo will apply for the voluntary delisting of its common shares from the Canadian Securities Exchange, and the Resulting Issuer will apply for the listing of its common shares on the TSX Venture Exchange (the “TSXV“). It is anticipated that the Resulting Issuer will be listed (the “Listing”) on the TSXV as a Tier 2 Mining Issuer.

Concurrent Financing

In connection with the Acquisition Starlo will complete a concurrent private placement (the “Private Placement”) of 40,000,000 subscription receipts (“Subscription Receipts“), at a price of $0.25 per Subscription Receipt, for aggregate proceeds of $10,000,000. In connection with Closing, each subscription receipt will automatically convert into a unit comprised of one Resulting Issuer common share (a “Resulting Issuer Share”) and one half of one share purchase warrant. Each whole share purchase warrant (a “Warrant”) will be exercisable to acquire one Resulting Issuer Share at a price of $0.35 for a period of two (2) years. All of the securities issued under the Private Placement will be subject a contractual lock-up restricting trading for a period of one year from the date of Closing. A 6% fee may be paid on a portion of the financing.

Pursuant to a Financial Services Advisory Agreement between Fiore Management & Advisory Corp. (“Fiore“) and Starlo, Fiore is entitled to receive a 2% administration fee payable through the issuance of 800,000 Resulting Issuer Shares and is entitled to a 1% administration success fee from the funds raised under the Private Placement.

The Targetco, MexicoCo and Margarita Silver Project

Targetco is a newly formed private British Columbia company with no material assets or liabilities other that the LOI. No Non-Arm’s Length Party (as defined in the policies of the TSXV) to Starlo has any direct or indirect interest in Targetco, MexicoCo or the Margarita Silver Project. MexicoCo’s principal asset is the Margarita Silver Project. Starlo will provide additional details regarding MexicoCo’s specific assets and liabilities in a subsequent news release.

The Margarita Silver Project is comprised of two mining concessions, covering 125.625 hectares, located within the prolific Sierra Madre Gold Belt, which hosts numerous multimillion-ounce gold-silver deposits. It is located 88 kilometers southwest of the state capital of Chihuahua in the Municipality of Satevo, State of Chihuahua, Mexico. The Property lies 15 kilometres northwest of and on strike with First Majestic Silver Corp.’s Los Gatos Mine.

As disclosed in a technical report titled “Initial Mineral Resource estimate for the Margarita Silver Project, Chihuahua, Mexico” prepared by Micon International Limited for Magna Gold Corp. dated of May 24, 2022, effective date of April 8, 2022 (the “Historical Report“) the Margarita Silver Project areas hosts five (5) quartz-barite-calcite, low sulphidation vein/breccia zones. A total of 78 drill holes totalling 13,573m have been completed on the property, mainly on the Margarita vein over a strike length of 1500m. This has outlined an Indicated resource (1) of 1,854,000 tonnes grading 204.9 g/t silver for 12.2 million ounces of silver and an inferred resource of 454,000 tonnes grading 153.1 g/t silver for 2.2 million ounces of silver as reported in the historic Ni43-101 report. The reporting was based on a 75 g/t silver cut off using and an undeground mining scenario based on a mining cost of $US20.28/tonne, a processing cost of $US17.57/tonne, and G&A cost of $US4.57/tonne. The four additional veins on the property have seen limited work and present additional resource potential for the property.

The reader is cautioned that a qualified person has not done sufficient work to classify this historical estimate as current resources and the Company is not treating this historical estimate as a current mineral resource. While this estimate was prepared, in accordance with National Instrument 43-101 and the “Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves Definition Guidelines” in effect at the time, there is no guarantee that it would be consistent with current standards and it should not be regarded as consistent with current standards. To Starlo’s knowledge, the Historical Report is the most recent resource estimate currently available regarding the Margarita Silver Project. The current resource was completed by a well-known mining consulting firm and is considered a reliable estimate of the mieral resources at the time. In connection with the Acquisition, Starlo will engage Micon International Limited, the original authors of the 2022 Technical report, to prepare an updated independent Technical Report on the Margarita Silver Project. The updated report will incorporate current metal pricing, mining costs, processing costs, and an updated G&A cost.

Completion of the Acquisition is subject to a number of conditions including completion of the Private Placement, execution of final transaction documentation and receipt of all applicable corporate and regulatory approvals, including the approval of the TSXV for the Listing of the shares of the Resulting Issuer.

The technical information in this release has been reviewed and approved by Andrew Hamilton, BSc., P.Geo., a, ‘Qualified Person’ under NI 43-101, and an independent consultant to the Company.

ON BEHALF OF STARLO VENTURES LTD.

“Patrick De Witt”

Patrick De Witt, CEO

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to Starlo within the meaning of applicable securities laws, including statements with respect to the proposed acquisition of the Margarita Silver Project and the transactions contemplated in connection therewith. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to those identified and reported in Starlo’s public filings under Starlo International’s profile at www.sedarplus.ca. Although Starlo has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Starlo disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

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Source: https://www.newsfilecorp.com/release/313139/Starlo-to-Acquire-Margarita-Silver-Project-Mexico