Mr. Patrick De Witt reports

STARLO TO ACQUIRE MARGARITA SILVER PROJECT, MEXICO

Starlo Ventures Ltd. has entered into a binding letter of intent dated Sept. 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 a 100-per-cent interest in and to the Margarita silver project located in state of Chihuahua, Mexico. The acquisition will constitute a reverse takeover of Starlo (the RTO).

The Margarita silver project is currently owned 100 per cent by Cerosiete Cap CAPI de CV, a company incorporated under the laws of Mexico (MexicoCo). Prior to the closing of the acquisition, 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 in consideration for the issuance of 40 million common shares and a cash payment of $5-million; and iii) the board of directors and senior officers of the resulting issuer will be reconstituted to comprise 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-per-cent 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 per cent 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 ounces of silver equivalent Starlo will pay a further cash milestone payment of $5-million 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. It is anticipated that the resulting issuer will be listed on the TSX-V as a Tier 2 mining issuer.

Concurrent financing

In connection with the acquisition Starlo will complete a concurrent private placement of 40 million subscription receipts at a price of 25 cents per subscription receipt, for aggregate proceeds of $10-million. In connection with closing, each subscription receipt will automatically convert into a unit comprising one resulting issuer common share and one half of one share purchase warrant. Each whole share purchase warrant will be exercisable to acquire one resulting issuer share at a price of 35 cents for a period of two 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-per-cent fee may be paid on a portion of the financing.

Pursuant to a financial services advisory agreement between Fiore Management & Advisory Corp. and Starlo, Fiore is entitled to receive a 2-per-cent administration fee payable through the issuance of 800,000 resulting issuer shares and is entitled to a 1-per-cent 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 TSX-V) 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 comprises 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 kilometres 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 Ltd. for Magna Gold dated of May 24, 2022, effective date of April 8, 2022, the Margarita silver project areas hosts five quartz-barite-calcite, low sulphidation vein/breccia zones. A total of 78 drill holes totalling 13,573 m have been completed on the property, mainly on the Margarita vein over a strike length of 1,500 m. This has outlined an indicated resource (1) of 1,854,000 tonnes grading 204.9 grams per tonne 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 National Instrument 43-101 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 $20.28 (U.S.)/tonne, a processing cost of $17.57 (U.S.)/tonne, and G&A (general and administrative) cost of $4.57 (U.S.)/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 mineral resources at the time. In connection with the acquisition, Starlo will engage Micon International Ltd., 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 TSX-V 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, PGeo, a qualified person under National Instrument 43-101, and an independent consultant to the company.

We seek Safe Harbor.