Mr. Simon Dyakowski reports

AZTEC MINERALS ANNOUNCES CLOSING OF C$2.575 NON-BROKERED LIFE OFFERING

Aztec Minerals Corp. has closed its previously announced non-brokered private placement financing, consisting of 14,306,171 units of the company at a price of 18 cents per unit for aggregate gross proceeds of $2,575,110.78. Each unit consists of one common share in the capital of the company and one-half of one share purchase warrant. Each whole warrant entitles the holder thereof to purchase one share at an exercise price of 25 cents for 24 months following the closing date of the offering.

The units issued under the offering were sold to purchasers pursuant to the listed issuer financing exemption (LIFE exemption) under Part 5A of National Instrument 45-106 (Prospectus Exemptions), in all the provinces of Canada, except Quebec. The units sold under the LIFE exemption are not subject to resale restrictions pursuant to applicable Canadian securities laws. The units were also offered to persons in the United States pursuant to exemptions from the registration requirements under the United States Securities Act of 1933, as amended, and all applicable U.S. state securities laws, as well as outside Canada and the United States on a basis which does not require the qualification or registration of any of the company's securities or require the company to be subject to any continuing disclosure requirements under any domestic securities laws. There is an amended and restated offering document related to the offering dated July 23, 2024, amending and restating offering documents dated July 16, 2024, and July 18, 2024, that can be accessed under the company's profile at on SEDAR+ and on the company's website.

The company intends to use the net proceeds of the offering to finance the company's phase 1 reverse circulation (RC) drill program at the Tombstone project (including continuing joint venture expenses), to finance continuing expenses at the Cervantes project, and for general working capital and corporate expenses.

In connection with the offering, the company paid in consideration of the services rendered by finders, consisting of (i) an aggregate of $90,552.76 in cash, equal to 7.0 per cent of the aggregate gross proceeds of the offering raised from subscribers introduced to the company by such finders, and (ii) 495,286 share purchase warrants to such finder, equal to 7.0 per cent of the number of units subscribed for by subscribers introduced to the company by such finder, such finder's warrant having an exercise price of 18 cents per share and an expiry date of 24 months from the closing date.

One insider of the company subscribed for 100,000 units for gross proceeds of $18,000 under the offering. Pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the offering constitutes a related-party transaction given the fact that one insider of the company subscribed for units. The company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the offering by the insider does not exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). A material change report was not filed by the company at least 21 days before the closing date, as the company was seeking to close expeditiously to confirm funds for the offering. In the view of the company, this approach is reasonable in the circumstances. The offering was approved by all of the directors of the company.

About Aztec Minerals Corp.

Aztec is a mineral exploration company focused on two emerging discoveries in North America. The Cervantes project is an emerging porphyry gold-copper discovery in Sonora, Mexico. The Tombstone project is an emerging gold-silver discovery with high-grade CRD silver-lead-zinc potential in southern Arizona.

We seek Safe Harbor.