Aztec Minerals Announces $5 Million Bought Deal Private Placement of Common Shares

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Sept. 24, 2025 /CNW/ - Aztec Minerals Corp. (TSXV: AZT) (OTCQB: AZZTF) ("Aztec" or the "Company") is pleased to announce that it has entered into an agreement with Stifel Canada to act as the sole underwriter and bookrunner (the "Underwriter") in connection with a "bought deal" private placement offering of 21,300,000 common shares of the Company (the "Offered Shares") at a price of C$0.235 per Offered Share (the "Issue Price") for gross proceeds to the Company of C$5,005,500 (the "Offering").

The Company has granted to the Underwriter an option, exercisable up to 48 hours prior to the closing date, to purchase for resale up to an additional 15% of Offered Shares to be sold under the Offering at the Issue Price for additional gross proceeds of up to approximately C$750,000.

The Company intends to use the net proceeds to conduct exploration work on its Tombstone gold-silver & CRD silver-lead-zinc-copper-gold project in Arizona, USA, and its Cervantes gold-copper project in Sonora, Mexico, as well as for general working capital purposes.

The Offering is expected to close on or about October 16, 2025 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the conditional approval from the TSX Venture Exchange.

The Company shall pay the Underwriter a cash fee equal to 7% of the gross proceeds of the Offering (inclusive of any Offered Shares purchased in connection with the exercise of the Over-Allotment Option) (the "Commission"). In addition, on the Closing Date, the Company shall issue to the Underwriter warrants of the Company (the "Broker Warrants"), in such manner as directed by the Underwriter, equal to 7% of the number of Offered Shares sold under the Offering (inclusive of any Offered Shares purchased in connection with the exercise of the Over-Allotment Option). Each Broker Warrant shall entitle the holder to acquire one common share in the capital of the Company (a "Broker Warrant Share") at an exercise price equal to the Issue Price per Broker Warrant Share for a period of 24 months following the Closing Date.

The Offered Shares will be offered for sale to purchasers resident in Canada, pursuant to available prospectus exemptions under National Instrument 45-106 - Prospectus Exemptions or applicable law in Canada, and may be offered outside of Canada provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions. The Offered Shares issued pursuant to the Offering will be subject to a hold period of four months and a day under applicable Canadian securities laws.

No U.S. Offering or Registration
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 jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein 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 applicable state securities laws, or an exemption from such registration requirements is available.

On behalf of the Board,

Simon Dyakowski
President, Chief Executive Officer and Director

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).

Forward-Looking Information: Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements are made, and includes information concerning the completion of the Offering, the participation of certain officers and directors in the Offering, the total gross proceeds raised under the Offering, the use of proceeds from the Offering and the timing of completion of the Offering. Such forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking information, including, without limitation, the receipt of final approval from the TSX Venture Exchange in respect of the Offering and the timing thereof and such other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available and is included for the purposes of providing investors with information concerning the Offering and related matters, and may not be appropriate for other purposes. Aztec does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Aztec Minerals Corp.

Contact Information - For more information, please contact: Simon Dyakowski, President, Chief Executive Officer and Director