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AZT.V ·

Aztec Minerals Closes Final Tranche of Oversubscribed $1.55 million Private Placement

Financings

PO Box 10427 T: 604-685-9770

Suite 1610 – 777 Dunsmuir Street

Vancouver, British Columbia V7Y 1K4 www.aztecminerals.com

Not for distribution to United States newswire services or for dissemination in the United States

Aztec Minerals Closes Final Tranche of Oversubscribed $1.55 million

Private Placement

__________________________________________________________________

 Alamos Gold Inc. (TSX: AGI, NYSE: AGI) participated in the private placement

with a subscription for 625,000 units, for aggregate consideration of

$140,625

 Financing upsized to $1.55 million due to strong investor interest

News Release - Vancouver, Canada – September 25, 2023 - Aztec Minerals Corp. (AZT: TSX-V, OTCQB:

AZZTF) (“Aztec” or the “ Company”) announces that, further to its ne ws releases dated August 8, 2023

and August 29, 2023, the Company has closed the second and final tranche (the “ Final Tranche”) of its

non-brokered private placement (the “Private Placement”), consisting of 2,840,389 units (the “Units”) at

a price of CAD$0.225 per Unit for gross proceeds of CAD$639,087 under the Final Tranche. Aggregate

gross proceeds from both the first tranche and Final Tranche of the Private Placement are approximately

CAD$1,550,663.

Each Unit is comprised of one common share of the Company and one half of one transferable common

share purchase warrant (the “ Warrants”). Each whole Warrant is exercisable to purchase one common

share of the Company at a price of CAD$0.30 per share for a period of three years from the date of

issuance. The Company paid cash finder’s fees and issued finder warrants in connection with a portion of

the first tranche of the Private Placement (see Aztec’s news release dated August 29, 2023). No fees were

payable in connection with the Final Tranche.

Simon Dyakowski, Aztec Minerals President & CEO stated, “We are pleased to complete this financing and

are grateful for the ongoing support of our existing shareholders and several new shareholders. Notably,

Aztec’s largest shareholder, Alamos Gold Inc. (TSX: AGI, NYSE: AGI) subscribed for 625,000 Units of the

financing, thereby maintaining their equity ownership of approximately 8.8% on an undiluted basis.”

The CEO participated in the Pri vate Placement and acquired 400,000 Unit s, which constitutes a “related

party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security

Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemption from the formal

valuation requirement in Section 5.5(b) of MI 61-101, as the Company’s common shares are not listed or

quoted on any of the markets enumer ated therein. The Company has al so relied on the exemption from

minority shareholder requirement in Section 5.7(1)(a) of MI 61-101, as the fair market value of the

subscription for Units by the insider of the Company does not exceed, in aggregate, 25% of the Company’s

market capitalization.

The Company intends to use the proceeds of the Pri vate Placement to conduct exploration work on its

Cervantes porphyry gold-copper project in Sonora, Mexico, and its Tombstone epithermal gold-silver &

CRD silver-lead-zinc-copper-gold pr oject in Arizona, USA, as well as for general corporate purposes and

working capital.

All securities issued pursuant to the Final Tranche are subject to a statutory hold period of four months

and one day from the closing date in accordance with applicable Canadian securities laws.

About Aztec Minerals – 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. Aztec’s shares trade on the TSX-V stock exchange (symbol AZT) and on the OTCQB

(symbol AZZTF).

Contact Information - For more information, please contact:

Simon Dyakowski, President & CEO, Director

Tel: (604) 619-7469

Fax: (604) 685-9744

Email: [email protected]

Website: www.aztecminerals.com

Neither TSX Venture Exchange nor its Regulation Services Prov ider (as that term is defined in the policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of

any of the securities in any ju risdiction in which su ch offer, solicitation or sale wo uld be unlawful, including any of

the securities in the United States of America. The securities have not been and will not be registered under the

United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered

or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the

1933 Act) unless registered under the 1933 Act and applicab le state securities laws, or an exemption from such

registration requirements is available.

Forward-Looking Statements

This news release contains “forward-looking information or statements” within the meaning of applicable securities

laws, which may include, without limitat ion, the Private Placement and use of proceeds, other statements relating

to the technical, financial and business prospects of the Company and other matters. A ll statements in this news

release, other than statements of historical facts, that address events or developments that the Company expects

to occur, are forward-looking statements. Although the Company believes the expect ations expressed in such

forward-looking statements are based on reasonable assump tions, such statements are not guarantees of future

performance and actual results may differ materially from those in the forward-looking statements. Such statements

and information are based on numerous assumptions rega rding present and future business strategies and the

environment in which the Company will operate in the future, including the price of metals, the ability to achieve its

goals, the ability to secure equipment and personnel, that general business and economic conditions will not change

in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such

forward-looking information reflects the Company’s views wi th respect to future events and is subject to risks,

uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+ at sedarplus.ca. Factors

that could cause actual results to differ materially from those in forward looking statements include, but are not

limited to, continued availab ility of capital and financing and general economic, market or business conditions,

adverse weather/climate conditions, equipment failures, access to personnel and equipment, decrease in the price

of gold, copper, silver, and other metals, failure to main tain all necessary government permits, approvals and

authorizations, failure to maintain community acceptance, increase in costs, litigation, and failure of counterparties

to perform their contractual obligations. The Company does not undertake to update forward-looking statements

or forward-looking information, except as required by law.