Mr. Eric Vanderleeuw reports

ZACATECAS SILVER ENTERS INTO DEFINITIVE OPTION AGREEMENT TO ACQUIRE MULTI-ASSET EXPLORATION PORTFOLIO FROM HELIOSTAR METALS

Zacatecas Silver Corp., through its subsidiary, Desarrollos Mineros Zacatecas Silver SA de CV, has entered into a definitive option agreement with Heliodor Metals SA de CV and Minera Aurea SA de CV, being subsidiaries of Heliostar Metals Ltd., to acquire a 100-per-cent interest in the Cumaro, La Lola, Oso Negro and Ejutla exploration properties located in Sonora and Oaxaca, Mexico.

Highlights:

• Acquisition of high-grade, multiasset 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 multimetre 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 five-kilometre 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 mineralization, 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-per-cent interest in the exploration properties from Heliostar. In order to exercise the option, Zacatecas Silver will be required to:

1. Pay $450,000 (U.S.) to Heliostar as follows: (i) $150,000 (U.S.) on the date of execution of the definitive agreement (of which $129,000 (U.S.) has been paid*); (ii) $100,000 (U.S.) on the first anniversary of the effective date; (iii) $100,000 (U.S.) on the second anniversary of the effective date; and (iv) $100,000 (U.S.) on the third anniversary of the effective date;
2. Issue $750,000 (U.S.) common shares of the company to Heliostar as follows: (i) $300,000 (U.S.) of consideration shares on the effective date (of which 4,217,845 consideration shares at a price of 8.5 cents for total value of $258,000 (U.S.)*); (ii) $150,000 (U.S.) of consideration shares on the first anniversary of the effective date; (iii) $150,000 (U.S.) of consideration shares on the second anniversary of the effective date; and (iv) $150,000 (U.S.) of consideration shares on the third anniversary of the effective date.

*A portion of the consideration, being 14 per cent, 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 10-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 12.5 million 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-per-cent net smelter return royalty on the exploration properties, of which 50 per cent of the royalty may be purchased, at any time before commercial production, with a one-time payment of $2-million (U.S.). Three mining concessions are currently subject to the following underlying royalties: (i) the La Barra mining concession is subject to a 1-per-cent net smelter royalty, which may be purchased with a one-time payment of $500,000 (U.S.); (ii) the Edaena mining concession is subject to a 1-per-cent net smelter return royalty, which may be purchased with a one-time payment of $250,000 (U.S.); (iii) the Cumaro mining concession is subject to a 1-per-cent net smelter return royalty, of which 50 per cent may be purchased with a one-time payment of $1-million (U.S.).

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 per cent of the value received from such disposition; and (ii) if the disposition occurs from two years to four years after the effective date, 25 per cent 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 grams per tonne gold and 953 grams per tonne silver over 1.2 metres, 2.55 g/t Au and 346 g/t Ag over 1.8 m, and a grab sample of 13.3 g/t Au and 534 g/t Ag over 0.6 m (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 three 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 multimetal potential typical of this deposit style. Intermediate-sulphidation epithermal deposits are an important source of gold, silver and base metal sulphides in Mexico, are well understood, and typically have depth extensions of between 500 and 1000 m, making for exceptional exploration targets.

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 under way. 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 characterized by quartz veins formed within normal fault structures. Vein widths are typically between 1.5 and three 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 1.65 m, 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 Sept. 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 that 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.

La Lola (Sonora, Mexico)

La Lola comprises nine concessions totalling 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 is 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 underexplored system that will be the focus of an aggressive first-pass rock-chip sampling and mapping program.

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-Miahuatlan 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 kilometres to the east of the San Jose-Trinidad mine (formerly owned by Fortuna) and 25 km to the west of Gold Resources' El Aguila 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/t Au and 701 g/t Ag over 0.6 m, 0.013 g/t Au and 664 g/t Ag over a five-metre interval, and 1.26 g/t Au and 14 g/t Ag over a 1.8-metre 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 on Sept. 26, 2014, on SEDAR+). These presence and grades of these pathfinder elements are 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, it is confirmed 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.

Engagement of Capital Gains Media Inc.

Further to the company's news release dated April 17, 2026, the company confirms that its engagement of Capital Gains Media 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 Gains, the company agreed to pay an aggregate upfront cash fee of $250,000, plus applicable taxes.

Capital Gains provides investor relation services and is based in Vancouver, B.C. Capital Gains' principal is Graham Colmer. As of the date hereof, to the company's knowledge, Capital Gains (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 silver equivalent (173 g/t Ag and 0.18 g/t Au) for 20.5 million ounces AgEq (19.0 million ounces silver and 19,200 ounces gold) (see news release dated May 31, 2023).

The silver property is 25 km southeast of Mag Silver Corp.'s Juanicipio mine and Fresnillo PLC's Fresnillo mine. The property shares common boundaries with Defiance Silver (formerly Pan American Silver Corp.) 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 gold equivalent for 956,000 ounces AuEq and an inferred mineral resource estimate of 8.7 million tonnes at 0.98 g/t AuEq for 277,000 ounces AuEq (see news release dated Nov. 16, 2022).

Qualified person

The technical information in this news release has been reviewed and approved by Dr. Chris Wilson, BSc (honours), PhD, FAusIMM (CP), FSEG, FGS, chief operating officer of Zacatecas Silver. Dr. Wilson is a qualified person as defined by National Instrument 43-101 and is not independent due being chief operating officer and a director of Zacatecas Silver.

We seek Safe Harbor.