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Aztec Minerals Closes $1.1 Million Private Placement Financing

News Release - Vancouver, Canada – February 23, 2023 - Aztec Minerals Corp. (AZT: TSX-V, OTCQB: AZZTF) (“Aztec” or the “Company”) announces that it has closed a CAD$1.1 million non-brokered private placement equity financing.  The private placement consisted of 4,378,168 million common shares of the Company (the “Shares”) priced at CAD$0.25 per Share for gross proceeds of CAD$1,094,542 (the “Private Placement”).  No warrants were issued, and no finders fees were payable with respect to this Private Placement.  The Private Placement included participation by Alamos Gold Inc., sophisticated investors, existing shareholders and a director of Aztec.

Alamos Gold Inc. (“Alamos”) (TSX: AGI, NYSE: AGI) participated in the Private Placement with a subscription for 400,000 Shares, for aggregate consideration of $100,000.  Prior to the closing of the Private Placement, Alamos held 7,926,089 common shares and 7,926,089 warrants to purchase common shares of the Company. Since Alamos’ last Early Warning Report, Aztec completed an acquisition whereby the Company issued 10,000,000 common shares, dropping Alamos’ security holding percentage.  Consequently, immediately prior to the closing of the Private Placement, Alamos’ security holding was 16.16%, on a partially diluted basis, an overall decrease of 1.84% in its security holdings because of Aztec’s issuer event.  Following the closing of the Private Placement, Alamos holds 8,326,089 common shares and 7,926,089 warrants to purchase common shares of the Company, for a security holding percentage of 15.86% on a partially diluted basis, a further decrease of 0.30% in its security holding resulting in an overall decrease of more than 2% since its last Early Warning Report. Alamos acquired the common shares for investment purposes, which will be evaluated and may be increased or decreased from time to time at Alamos' discretion. A copy of Alamos’ Early Warning Report will be available on the SEDAR website at www.sedar.com or can be requested by contacting Scott K. Parsons, Senior Vice President, Investor Relations, at SParsons@alamosgold.com, 416-368-9932 (ext. 5439) or by mail at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3.

Two insiders of the Company subscribed for an aggregate 440,000 Shares under the Private Placement, 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 enumerated therein. The Company has also 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 subscriptions for Shares by the insiders of the Company do not exceed, in aggregate, 25% of the Company’s market capitalization.

Aztec intends to use the proceeds of the Private 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 project in Arizona, USA, as well as for general working capital purposes. The Private Placement is subject to the final acceptance of the TSX Venture Exchange. The Shares issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day from the closing of the Private Placement.

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: simon@aztecminerals.com
Website: www.aztecminerals.com

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Forward-Looking Statements:

Certain statements contained in this press release may constitute forward-looking statements under Canadian securities legislation.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects” or “it is expected”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. These forward-looking statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements.  Accordingly, the actual events may differ materially from those projected in the forward-looking statements.  When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.

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