Highlander Silver Corp. announced that it has entered into a share purchase agreement dated November 29, 2023 with SSR Mining Inc. to acquire the San Luis gold-silver project located in Ancash Department of central Peru. The San Luis Project is district-scale, with the mining concessions covering 23,098 hectares, or approximately 230 km².

The fertility of the district has been demonstrated by both evidence of multiple deposit styles and by the high number of targets generated to date from limited exploration. Following discovery of the Ayelen - Ines vein systems where the historical resource is located, the main focus was on resource development, meaning that systematic exploration has yet to be completed across much of the property. Targets on the property include low to intermediate sulfidation epithermal gold-silver veins, copper - molybdenum porphyries, silver, lead, zinc ± copper hydrothermal breccias and silver, lead, zinc ± copper replacement mantos.

The Bonita target, a 600 m long array of complex quartz veins/veinlets has had limited drilling, with just two historic drill holes including BOD-001 which returned 35.25 m of 5.54 g/t Au and 25.43 g/t Ag, from 19.1 m downhole. To date, seven additional mapped and sampled gold-silver vein targets have been defined including Carhuan-Puquio and Gemelas-Cenicienta, within 2 km of the historic resource area, reporting multigram gold rock chip samples. Further targets for follow up occur more broadly across the property represented by the 1 to > 4 g/t gold samples on the map below.

Finally, two copper - molybdenum porphyry targets also require further work to assess their potential. Information relating to the larger property exploration work including geological mapping, surface sampling, and the two holes drilled at the La Bonita target reflect work performed by SSR Mining on the property to-date. In a recent visit to the property by Highlander Silver staff, drill core from both Aylene and the Bonita vein systems were inspected observing significant low-sulphidation style vein intercepts.

Notwithstanding, a qualified person has not done sufficient work to fully verify the information at this stage, nor has a qualified person been provided with information that would be required to verify sample data, analytical techniques or quality assurance and control measures that may have been in place during the execution of the exploration work. The Company plans to engage in geologic mapping and sampling as a first step to verify the historical information and to understand the exploration potential of the district. This work will enable prioritization of targets prior to permitting and drilling.

Community access agreements have been established by previous operators. As a new operator, the Company recognizes the opportunity to establish fresh long-term mutually beneficial relationships with the local communities and will strive to do this from the outset. Pursuant to the Share Purchase Agreement the Company has agreed to purchase the San Luis Project from SSR Mining through the purchase of SSR Mining's direct and indirect shareholdings of four subsidiary companies, in consideration for an initial payment of USD 5,000,000 in cash or USD 7,500,000 in common shares of the Company, or a combination thereof, (the "Initial Consideration").

If any portion of the Initial Consideration is paid in common shares of the Company, such number of common shares will not exceed 4.9% of the Company's issued and outstanding common shares as at the closing date. The Company may pay up to an additional USD 37,500,000 in cash to SSR Mining as contingent consideration (the "Contingent Consideration") upon completion of certain milestones in relation to the San Luis Project. The Contingent Consideration is only accrued and payable if and when the following milestones are achieved: $2,500,000, after the commencement of an initial drilling program at the San Luis Project; $5,000,000 after the completion of a feasibility study on any portion of the San Luis Project; $10,000,000 after the beginning of commercial production; $10,000,000 after the first anniversary of commercial production; and $10,000,000 after the second anniversary of commercial production.

Pursuant to the Share Purchase Agreement, a 4% net smelter returns royalty on the San Luis Project is to be granted to SSR Mining prior to closing of the Transaction. At any time before the commencement of mine construction on the San Luis Project, the Company may buy back half of the Royalty for USD 15,000,000, which if, exercised, would reduce SSR Mining's royalty interest to 2%. Closing of the Transaction is subject to certain conditions, including receipt of all required regulatory approvals.

Closing is currently expected to occur in First Quarter 2024. The San Luis system is a volcanic hosted, low sulphidation, epithermal quartz, precious metals deposit. Gold occurs as electrum and silver is present as acanthite, electrum, and other silver sulphosalts.

The Ayelen vein is the better of the known vein structures with more than 85% of the historical mineral resource derived from this single structure. Trenching and diamond drilling have traced this structure along a NNW strike for over 700 meters, with a steep (80º) down dip extension of more than 300 meters. True thicknesses of individual vein segments vary from tens of centimeters to more than 10m, with an average width of 1.5m to 3.0m.

Mineral resource models were developed based on samples obtained from 96 surface trenches (947m) and 136 drill holes (22,354m). Capping was used to reduce the influence of erratic high-grade values. Block grades were estimated using one-meter composites and inverse distance weighting.

Estimated blocks were classified as either Measured, Indicated or Inferred mineral resources based on distance to samples. For the Ayelen vein, blocks within 15 meters of surface trenches were classified as Measured. Ayelen vein blocks within 25m of sample data were classified as Indicated.

The remaining estimated Ayelen blocks were classified as Inferred. An average dry density value of 2.61g/cm3 determined from 193 bulk density measurements was used for the resource calculation.