Zacatecas Silver Enters into Definitive Option Agreement to Acquire Multi- Asset Exploration Portfolio from Heliostar Metals
Zacatecas Silver Enters into Definitive Option Agreement to Acquire Multi-
Asset Exploration Portfolio from Heliostar Metals
VANCOUVER, British Columbia, June 08, 2026 -- Zacatecas Silver Corp. (“Zacatecas Silver” or the “Company”) is pleased to
announce that it, through its subsidiary Desarrollos Mineros Zacatecas Silver, S.A. de C.V., has entered into a definitive option
agreement (the “Definitive Agreement”) with Heliodor Metals, S.A. de C.V. and Minera Aurea, S.A. de C.V., being subsidiaries
of Heliostar Metals Ltd., (collectively, “Heliostar”) to acquire a 100 percent interest in the Cumaro, La Lola, Oso Negro and
Ejutla exploration properties located in Sonora, and Oaxaca, Mexico (collectively, the “Exploration Portfolio”).
Highlights
• Acquisition of high-grade, multi-asset exploration portfolio from Heliostar Metals, significantly expanding Zacatecas
Silver’s Mexican growth platform across premier mining jurisdictions in Sonora and Oaxaca.
• Oso Negro represents a compelling, undrilled high-grade discovery opportunity, with high-grade gold and silver across
multiple multi-metre vein systems with strong depth potential.
• Cumaro strategically positioned along strike from Coeur Mining’s active El Picacho development, hosting extensions of
proven low-sulphidation epithermal vein systems within a rapidly advancing district.
• La Lola provides district-scale exposure (1,183 hectares) anchored by a 5 km vein system up to 40 metres wide.
• Ejutla adds a substantial 10,603-hectare land position near the San Jose Mine, formerly owned by Fortuna Mines,
hosting multiple high-level epithermal veins and potential Carlin-style mineralisation, with strong historical indications of
gold-silver mineralization and extremely anomalous pathfinder elements.
Transaction Terms
Under the terms of the Definitive Agreement, Zacatecas Silver has optioned a 100% interest in the Exploration Properties from
Heliostar. In order to exercise the option, Zacatecas Silver will be required to:
a. pay US $450,000 to Heliostar as follows: (i) US $150,000 on the date of execution of the Definitive Agreement (the
“Effective Date”) (of which US $129,000 has been paid*); (ii) US $100,000 on the first anniversary of the Effective Date;
(iii) US $100,000 on the second anniversary of the Effective Date; and (iv) US $100,000 on the third anniversary of the
Effective Date;
b. issue US $750,000 common shares of the Company (the “Consideration Shares”) to Heliostar as follows: (i) US
$300,000 of Consideration Shares on the Effective Date (of which 4,217,845 Consideration Shares at a price of $0.085
for total value of US $258,000*); (ii) US $150,000 of Consideration Shares on the first anniversary of the Effective Date;
(iii) US $150,000 of Consideration Shares on the second anniversary of the Effective Date; and (iv) US $150,000 of
Consideration Shares on the third anniversary of the Effective Date.
*A portion of the consideration, being 14%, will be deferred until certain mineral concessions have been duly registered. The
registration of these concessions is pending due to delays in the Mexican government's administrative processing, and is
outside of Heliostar's control. The parties anticipate the registration will be completed in due course and the full consideration
will ultimately be delivered to Heliostar.
The Consideration Shares under (b)(ii), (iii) and (iv) will be issued at the greater of the Market Price and the ten-day volume
weighted average price immediately prior to the applicable share issuance. All Consideration Shares will be subject to
restrictions on resale for a period of four months from the date of issue. The total number of Consideration Shares will be
limited to 12,500,000 Consideration Shares (the “Share Cap”). If the value of the Share Cap is less than the total dollar amount
under (b), Zacatecas Silver will pay, in cash, the difference between the amounts.
Upon exercise of the option, Zacatecas Silver will grant a 2% net smelter return royalty on the Exploration Properties, of which
50% of the royalty may be purchased, at any time before commercial production, with a one-time payment of US $2,000,000.
Three mining concessions are currently subject to the following underlying royalties: (i) the La Barra mining concession is
subject to a 1% net smelter royalty, which may be purchased with a one time payment of US $500,000, (ii) the Edaena mining
concession is subject to a 1% net smelter return royalty, which may be purchased with a one-time payment of US $250,000,
(iii) the Cumaro mining concession is subject to a 1% net smelter return royalty, of which 50% may be purchased with a one-
time payment of US $1,000,000.
If Zacatecas Silver completes a change of control prior to the exercise of the option, all of the above noted share issuances
and cash payments will be due immediately to Heliostar. In addition, if Zacatecas Silver disposes of the Cumaro mineral
concession in certain circumstances, Zacatecas Silver will be required to pay to Heliostar: (i) if the disposition occurs during
the first two years after the Effective Date, 50% of the value received from such disposition; and (ii) if the disposition occurs
from two years to four years after the Effective Date, 25% of the value received from such disposition.
Property Overview
Oso Negro (Sonora, Mexico)
Oso Negro is a high-priority, undrilled exploration opportunity located within a historic mining district characterized by high-
grade precious metal mineralization. Heliostar’s previous channel sampling program included 5.15 g/t Au and 953 g/t Ag over
1.2m, 2.55 g/t Au and 346 g/t Ag over 1.8m and a grab sample of 13.3 g/t Au and 534 g/t Ag over 0.6m (see news release
dated June 3, 2021 of Heliostar), demonstrating a robust mineralizing system. Significantly, grades are relatively consistent
along the strike of the various veins.
The project hosts at least four principal veins with average widths of approximately 3 metres and a number of subsidiary veins,
including the El Sahuaro, El Prospecto, Santa Rosa, Del Monte, Tere and El Manchuri veins. Veins can be traced along strike
over several hundred metres.
Exposed mineralization is of an intermediate sulphidation epithermal style which has been extensively oxidized at surface. A
number of small-scale, artisanal, historical workings and shallow shafts were noted along the major veins. In addition to strong
silver and gold values, the presence of visible sphalerite and galena in rock-chip samples, indicates multi-metal potential
typical of this deposit style. Intermediate sulphidation epithermal deposits are an important source of gold, silver and base-
metal sulphides in Mexico, and well understood, and typically have depth extensions of between 500 to 1000 m, making for
exceptional exploration targets.
Figure 1. A) and B) Vein outcrops along Oso Negro Property. B) 150 m outcrop of quartz vein with 1.5 m wide.
Figure 2. A) Quartz vein outcrop at Oso Negro property. B) and C) quartz textures from shallow levels of the epithermal
system. B) crustiform texture C) boxwork texture.
Figure 3. View to the southeast along the Los Fresnos Vein. The vein is up to 3 m wide and is well defined over 100’s of
metres of strike length.
Cumaro (Sonora, Mexico)
The Cumaro project combines exploration upside with meaningful strategic positioning. The five square kilometre claim lies
along trend from Coeur Mining’s El Picacho property, where active satellite mine development and drilling programs are
underway. This activity by Coeur Mining underscores the prospectivity of the district and enhances the strategic context of the
asset. Cumaro hosts extensions of the El Picacho, Dos Amigos, and Basaitegui vein systems.
Mineralization is of a multiphase, low sulphidation epithermal type characterised by quartz veins formed within normal fault
structures. Vein widths are typically between 1.5 to 3 metres and are associated with localized surface gold anomalies.
Highlights of previous channel sampling program included 11.9 g/t Au and 130 g/t Ag over 1.65m and 11.5 g/t Au and 125 g/t
Ag over 1.75 m, and 10.3 g/t Au and 158 g/t Ag over 5.0 m (see news release dated September 28, 2021 from Heliostar).
A shallow 11 hole diamond drill program by Heliostar focused primarily on the Verde vein. Site observations by the Company
indicate that portions of the claim exhibiting strong alteration and quartz veining which has never been drill tested. Quartz
textures, alteration assemblages and gangue mineralogy indicate erosion of the uppermost portions of a low sulphidation
epithermal system, strongly indicating preservation boiling zones and deeper parts of the epithermal system.
The Company plans an aggressive field mapping and sampling program, planned to commence immediately. A number of
small artisanal adits are present on the property.
Figure 4. A) Strong argillic alteration and oxidation at central part of Cumaro property. B) Multiphase, brecciated and oxidized
quartz vein outcrop at Cumaro property, surrounding alteration zone.
Figure 5. Old mining works at Cumaro property.
La Lola (Sonora, Mexico)
La Lola comprises nine concessions totaling approximately 1,183 hectares and provides district-scale exposure within a
productive mining region of northern Sonora.
The property hosts multiple historical veins, shafts, and alteration zones, confirming the presence of a large epithermal
system. The surrounding region includes several producing and advanced-stage projects, including Bear Creek Mining’s
Mercedes Mine, First Majestic Silver’s Santa Elena Mine, Coeur Mining’s Las Chispas deposit, Silver Tiger Metals’ El Tigre
project, and Grupo Mexico’s La Caridad Mine. Mineralization on these projects are not necessarily indicative of mineralization
at La Lola.
The most prominent structure on the property is the La Barra vein, a five kilometre long quartz carbonate fluorite vein that
reaches up to 40 metres in width in outcrop and displays quartz vein textures, alteration assemblages and gangue mineralogy
consistent with the uppermost parts of a low sulphidation epithermal system and thus preservation of the entire low
sulphidation system at depth.
Historical rock-chip grab sampling demonstrates the system has the potential to host high grade gold and silver
mineralization. Historical small-scale mining activity primarily on near-surface fluorite extraction. Several additional vein zones
have been identified but remain underexplored and represent further discovery potential.
La Lola is a large and under-explored system, that will be the focus of an aggressive first pass rock-chip sampling and
mapping program.
Figure 6. A) Quartz-fluorite vein. B) Old mining works at La Lola.
Ejutla (Oaxaca, Mexico)
The Ejutla project comprises 10,603-hectares within the prolifically mineralized Oaxaca region of southern Mexico. The region
has a diverse metallogenic history and ore deposit types. Ejutla occurs within the Taviche-Miahuatlán region of Central Oaxaca
which hosts numerous precious and base metal epithermal and skarn deposits and has a long history of mining.
The property is located approximately 20 km to the east of the San José-Trinidad mine (formerly owned by Fortuna and 25 km
to the west Gold Resources' El Águila mine. Limited exploration has defined several, structurally-controlled vein systems, that
are highly anomalous in gold-and silver. Limited historical channel sampling returned peak assays that included 0.412 g/to Au
and 701 g/t Ag over 0.6m, 0.013 g/t Au and 664 g/t Ag over a 5m interval and 1.26 g/t Au and 14 g/t Ag over 1.8m interval (see
news release dated June 2, 2014 of Newstrike Capital Inc.). Anomalous gold mineralization is also associated with altered and
variably silicified limestones. A number of small scale artesanal pits and shafts are present on the property.
Historical exploration assays were notable for very high arsenic and antimony values, and moderately high mercury values
(see technical report filed by Newstrike Capital Inc. on September 26, 2014 on SEDAR+). These presence and grades of these
path-finder elements is characteristic of the highest levels of low sulphidation epithermal vein systems, and occur above
precious metal intervals, at the top of the system. The pathfinder mineralogy is also consistent with Carlin style mineralization,
which in conjunction with gold-anomalous, altered and variably silicified limestones, strongly indicates that Carlin
mineralization is a valid target type on the property.
Given the very high level signature of pathfinder geochemistry and vein textures, extensive veins and areas of altered
limestone, highly anomalous gold and silver grades, and the fact that the concession is largely unexplored, confirms that
Ejutla is a high priority exploration project with clear indications of potential to host significant low sulphidation epithermal
and/or Carlin style precious metal mineralization.
Figure 7. One of several high-level epithermal quartz veins on the property, all of which are largely unsampled and have never
been drill tested.
Figure 8. Variably silicified limestone with localized quartz veins.
Engagement of Capital Gain Media
Further to the Company’s news release dated April 17, 2026, the Company confirms that its engagement of Capital Gains
Media Inc. to provide content development and digital marketing services for the Company will commence on the date of
acceptance of the TSX Venture Exchange. The term of the services will be for a period of four months from the commencement
date. In accordance with the terms and conditions of the investor relations agreement and as consideration for the services
provided by Capital Gain, the Company agreed to pay an aggregate upfront cash fee of $250,000, plus applicable taxes.
Capital Gain provides investor relation services and is based in Vancouver, B.C. Capital Gain's principal is Graham Colmer. As
of the date hereof, to the Company's knowledge, Capital Gain (including its directors and officers) does not own any securities
of the Company and has an arm's-length relationship with the Company.
About Zacatecas Silver Corp.
The Company has two key projects: the Zacatecas Silver Project in Zacatecas State, Mexico, and The Esperanza Gold
Project in Morelos State, Mexico.
The Zacatecas Silver Project is located in Zacatecas state, Mexico, within the highly prospective Fresnillo silver belt, which
has produced over 6.2 billion ounces of silver. The Company holds 7,826 hectares (19,338 acres) of ground that is highly
prospective for low-sulphidation and intermediate-sulphidation silver base metal mineralization and potentially low-sulphidation
gold-dominant mineralization. The Company announced an increase in silver resource at the Panuco South and North
underground Mineral Resource Estimate now consisting of 3.41 million tonnes at 187 g/t AgEq (173 g/t Ag and 0.18 g/t Au) for
20.5 million ounces AgEq (19.0 million ounces silver and 19.2 thousand ounces gold) (see news release dated May 31, 2023).
The silver property is 25 kilometres (km) southeast of MAG Silver Corp.'s Juanicipio Mine and Fresnillo PLC's Fresnillo Mine.
The Property shares common boundaries with former Pan American Silver Corp., now Defiance Silver claims and El Orito,
which is owned by Endeavour Silver.
Esperanza is an advanced stage, attractive low-cost, low-capital-intensity and low-technical-risk growth project located
in Morelos state, Mexico. Alamos has progressed the project through advanced engineering, including metallurgical work,
while also focusing on stakeholder engagement, including building community relations. The Company announced a Mineral
Resource Estimate at Esperanza consisting of a Measured and Indicated Mineral Resource Estimate of 30.5 million tonnes at
0.97 g/t AuEq for 956 thousand ounces AuEq and an Inferred Mineral Resource estimate of 8.7 million tonnes at 0.98 g/t AuEq
for 277 thousand ounces AuEq (see news release dated November 16, 2022).
Qualified Person
The technical information in this news release has been reviewed and approved by Chris Wilson, B.Sc. (Hons), PhD, FAusIMM
(CP), FSEG, FGS, Chief Operating Officer of Zacatecas Silver. Dr. Wilson is a Qualified Person as defined by NI 43-101 and is
not independent due being Chief Operating Officer and a director.
On behalf of the Company
Eric Vanderleeuw
Chief Executive Officer and Director
(519) 729 2440
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of
this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are
not guarantees of future performance. Zacatecas Silver cautions that all forward-looking statements are inherently uncertain
and that actual performance may be affected by many material factors, many of which are beyond their respective control.
Such factors include, among other things: risks and uncertainties relating to Zacatecas Silver’s limited operating history, its
proposed exploration and development activities on is Zacatecas Properties and the need to comply with environmental and
governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the
estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required
under applicable securities legislation, Zacatecas Silver does not undertake to publicly update or revise forward-looking
information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Photos accompanying this announcement are available at:
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