Starlo to Acquire Margarita Silver Project, Mexico

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 tra...