AZTEC MINERALS CORP. Condensed Interim Consolidated Financial Statements (stated in Canadian dollars) Nine months ended September 30, 2025 Notice of No Auditor Review of Condensed Consolidated Interim Financial Statements For the Three and Nine Months Ended September 30, 2025
In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these unaudited condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the unaudited condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of Aztec Minerals Corp. (the "Company") for the three and nine months ended September 30, 2025 (the "Financial Statements") have been prepared by and are the responsibility of the Company's management and have not been reviewed by the Company's auditors. The Financial Statements are stated in Canadian dollars, unless otherwise indicated, and are prepared in accordance with International Accounting Standards 34 ("IAS 34") and International Financial Reporting Standards ("IFRS").
September 30, | December 31, | ||||
Notes | 2025 | 2024 | |||
ASSETS | |||||
Current Assets | |||||
Cash | $ 1,452,076 | $ 1,109,496 | |||
Receivables | 39,198 | 264,278 | |||
Prepaids, current | 173,425 | 147,061 | |||
Total Current Assets | 1,664,699 | 1,520,835 | |||
Non-Current Assets | |||||
Prepaids, non-current | 3,117 | 3,117 | |||
Mineral property interests | 3 | 15,932,192 | 13,606,123 | ||
Equipment | 4 | 732 | 945 | ||
Total Non-Current Assets | 15,936,041 | 13,610,185 | |||
Total Assets | $ 17,600,740 | $ 15,131,020 | |||
LIABILITIES AND SHAREHOLDERS' | EQUITY | ||||
Current Liabilities | |||||
Accounts payable and accrued liabilities | 6 | $ 865,231 | $ 754,656 | ||
Shareholders' Equity | |||||
Share capital | 5(b) | 27,695,178 24,379,225 | |||
Reserve for share-based payments | 5(b) | 2,242,512 2,256,050 | |||
Deficit | (13,202,181) (12,258,911) | ||||
Total Shareholders' Equity | 16,735,509 14,376,364 | ||||
Total Liabilities and Shareholders' Equity | $ 17,600,740 $ 15,131,020 | ||||
Nature of operations and going concern (Note 1) Subsequent events (Note 10) | |||||
Approved on behalf of the Board: | |||||
/s/ Simon Dyakowski | /s/ Patricio Varas | ||||
Director | Director | ||||
Refer to the accompanying notes to the condensed interim consolidated financial statements.
Three Months ended September 30, Nine Months ended September 30,
Notes | 2025 | 2024 | 2025 | 2024 | |
Expenses: | |||||
Accounting and audit | $ 62,384 | $ 29,000 | $ 144,473 | $ 95,590 | |
Amortization | 71 | 19 | 213 | 385 | |
Consulting | 71,711 | 47,000 | 217,711 | 74,000 | |
Employee and director remuneration | 6 | 67,000 | 167,078 | 320,531 | 401,010 |
Legal | 9,481 | 4,080 | 18,922 | 22,006 | |
Office and sundry | 29,421 | 35,508 | 84,912 | 97,562 | |
Regulatory | 13,500 | 11,016 | 43,325 | 47,698 | |
Shareholder relations | 69,039 | 73,823 | 269,004 | 381,987 | |
Share-based payments | 5 and 6 | - | 197,113 | 303,682 | 585,863 |
Operating loss | (322,607) | (564,637) | (1,402,773) | (1,706,101) | |
Interest income | 9,451 | 5,285 | 16,670 | 8,641 | |
Other income | 20,240 | (31,210) | 37,112 | 3,073 | |
Foreign exchange gain | 36,321 | (10,309) | 22,504 | (10,012) | |
Net loss and comprehensive loss for the period | $ (256,595) | $ (600,871) | $ (1,326,487) | $ (1,704,399) | |
Basic and diluted loss per share | $ - | $ (0.01) | $ (0.01) | $ (0.02) | |
Weighted average number of common shares outstanding | 143,659,105 | 119,762,863 | 133,988,775 | 111,351,402 | |
Refer to the accompanying notes to the condensed interim consolidated financial statements.
Share Capital Reserve for Number of Share-Based
Notes Shares Amount Payments Deficit Total
Balance, December 31, 2023 | 101,619,601 | $ 20,884,941 | $ 1,641,057 | $ (10,501,030) | $ 12,024,968 | ||
Private placement | 5(b) | 21,639,504 | 3,675,111 | - | - | 3,675,111 | |
Share issue expenses | 5(b) | - | (154,874) | - | - | (154,874) | |
Exercise of stock options | 5(b) | 400,000 | 73,739 | (25,739) | - | 48,000 | |
Subscription received in advance | - | - | - | - | - | ||
Finders fees - warrants issued | 5(b), 5(d) | - | (28,162) | 28,162 | - | - | |
Expiration of stock options | 5(c) | - | - | (66,634) | 66,634 | - | |
Residual value of warrants | 5(c) | - | (71,530) | 71,530 | - | - | |
Share-based payments | 5(c) | - | - | 585,862 | - | 585,862 | |
Comprehensive loss for the period | - | - | - | (1,704,399) | (1,704,399) | ||
Balance, September 30, 2024 | 123,659,105 | 24,379,225 | 2,234,238 | (12,138,795) | 14,474,668 | ||
Share-based payments | 5(c) | - | - | 21,812 | - | 21,812 | |
Comprehensive loss for the year | - | - | - | (120,116) | (120,116) | ||
Balance, December 31, 2024 | 123,659,105 | $ 24,379,225 | $ 2,256,050 | $ (12,258,911) | $ 14,376,364 | ||
Private placement | 5(b) | 20,000,000 | 3,600,000 | - | - | 3,600,000 | |
Share issue expenses | 5(b) | - | (218,050) | - | - | (218,050) | |
Finders fees - warrants issued | 5(b), 5(d) | - | (65,997) | 65,997 | - | - | |
Expiration of stock options | 5(c) | - | - | (377,773) | 377,773 | - | |
Expiration of warrants | 5(d) | - | - | (5,444) | 5,444 | - | |
Share-based payments | 5(c), 6(c) | - | - | 303,682 | - | 303,682 | |
Comprehensive loss for the period | - | - | - | (1,325,487) | (1,325,487) | ||
Balance, September 30, 2025 | 143,659,105 | $ 27,695,178 | $ 2,242,512 | $ (13,201,181) | $ 16,736,509 |
Refer to the accompanying notes to the condensed interim consolidated financial statements.
Nine Months ended September 30,
2025 | 2024 | |
Cash provided from (used by): | ||
Operations: Loss for the year | $ (1,326,487) | $ (1,704,399) |
Items not involving cash: Amortization | 214 | 385 |
Share-based payments | 303,682 | 585,862 |
Unrealized foreign exchange (loss) gain | 480 | (3,205) |
Changes in non-cash working capital items: | (1,022,111) | (1,121,357) |
Receivables | 225,079 | 42,175 |
Prepaids, current | (26,364) | 53,655 |
Accounts payable and accrued liabilities | 136,885 | (170,342) |
Cash used by operating activities | (686,511) | (1,195,869) |
Financing: Issuance of common shares | 3,600,000 | 3,723,111 |
Share issue expenses | (218,050) | (154,874) |
Cash provided from financing activities | 3,381,950 | 3,568,237 |
Investing: Mineral property interests | (2,352,379) | (828,539) |
Prepaids, non current | - | (4,861) |
Cash used by investing activities | (2,352,379) | (833,400) |
Foreign exchange loss (gain) on cash held in foreign currency | (480) | 3,205 |
Increase (decrease) in cash | 342,580 | 1,542,173 |
Cash, beginning of period | 1,109,496 | 485,590 |
Cash, end of period | $ 1,452,076 | $ 2,027,763 |
Refer to the accompanying notes to the consolidated financial statements.
Nine months ended September 30,Notes | 2025 | 2024 | |
Non-cash financing and investing activities: | |||
Accrual for mineral property interests | $ 606,472 | $ 56,367 | |
Fair value of common shares issued for: Exercise of stock options | 25,739 | ||
Interest paid Income taxes paid | - - | - - |
Refer to the accompanying notes to the condensed interim consolidated financial statements.
-
Nature of Operations and Going Concern
Aztec Minerals Corp. (the "Company") was incorporated on July 6, 2007, under the laws of British Columbia, Canada. The address of the Company's registered office is 228 - 1122 Mainland Street, Vancouver, BC, Canada, V6B 5L1 and its principal place of business is 1030 - 505 Burrard Street, Vancouver, BC, Canada, V7X 1M5.
The Company is in the mineral exploration business and has not yet determined whether its mineral property interests contain reserves. The recoverability of amounts capitalized for mineral property interests is dependent upon the ability of the Company to arrange appropriate financing as needed, the discovery of reserves, the development of its properties, confirmation and maintenance of the Company's interest in the underlying properties, the receipt of necessary permitting, and upon future profitable production or proceeds from the disposition thereof.
As at September 30, 2025, the Company has working capital of $799,468 and has a deficit of $13,202,181 as at December 31, 2024 (December 31, 2024 - $12,258,911). These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent on the ability of the Company to raise debt or equity financings, and the attainment of profitable operations. Management would need to raise the necessary capital to meet its planned business objectives. There can be no assurance that management's plans will be successful. These matters indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments could be material.
- MATERIAL ACCOUNTING POLICIES
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of condensed interim consolidated financial statements, including International Accounting Standard ("IAS") 34, "Interim Financial Reporting". The condensed interim consolidated financial statements do not include all the information required for full annual IFRS financial statements and therefore should be read in conjunction with the annual financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS as issued by the IASB. In the opinion of management, all adjustments considered necessary for fair presentation of the Company's financial position, results of operations and cash flows have been included. Operating results for the nine-month period ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
-
MATERIAL ACCOUNTING POLICIES (cont'd)
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit and loss, which are stated at their fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting and are presented in Canadian dollars.
These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aztec Minerals America Corp. (USA) and Aztec Minerals (Mexico) JV Corp. ("Aztec Mexico JV") (Canada) which owns 100% interest in Minera Azteca Dorada S.A. de C.V (Mexico).
The Company consolidates its subsidiaries on the basis that it controls the subsidiaries through its ability to govern its financial and operating policies.
New accounting policies issued but not yet effectiveIn April 2024, the International Accounting Standards Board (IASB) issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS18 replaces IAS1 Presentation of Financial Statements, introduce a new defined structure for the statement of profit and loss and require the classification of income and expenses in that statement into one of five categories: operating; investing, financing, income taxes, and discontinued operations; enhance guidance about how to group information within the financial statements; require disclosure of 'management-defined performance measures' (MPMs) in a single note to the financial statements; and require that 'operating profit or loss' be used as the starting point for determining cash flows from operating activities under the indirect method, and remove the optionality around classification of cash flows from interest and dividends.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including for interim financial statements, with earlier application permitted.
- Mineral Property Interests
Mexico | USA | |||
Cervantes | Tombstone | Total | ||
Acquisition Costs: | ||||
Balance, December 31, 2024 | $ 582,611 | $ 580,870 | $ 1,163,481 | |
Acquisition | - | 33,648 | 33,648 | |
Balance, September 30, 2025 | 582,611 | 614,518 | 1,197,129 | |
Deferred Exploration Expenditures: | ||||
Balance, December 31, 2024 | 7,981,996 | 4,460,647 | 12,442,643 | |
Access and facilities | 40,444 | - | 40,444 | |
Assays | 8,106 | 81,794 | 89,900 | |
Drilling | - | 1,487,831 | 1,487,831 | |
Environmental | - | 19,413 | 19,413 | |
Field, camp, supplies | 3,222 | 32,079 | 35,301 | |
General, administrative, legal, sundry | 9,230 | 33,297 | 42,527 | |
Geology | 33,552 | 201,082 | 234,634 | |
Salaries and local labour | 26,710 | 95,753 | 122,463 | |
Surface taxes | 21,643 | 1,896 | 23,539 | |
Surveying | 1,433 | 12,159 | 13,592 | |
Transportation and travel | 17,767 | 113,714 | 131,481 | |
Value added tax | 12,710 | - | 12,710 | |
Contribution by joint venture partner | - | 38,585 | 38,585 | |
Balance, September 30, 2025 | $ 8,156,813 | $ 6,578,250 | $ 14,735,063 | |
Mineral Property Interests: | ||||
December 31, 2024 | $ 8,564,607 | $ 5,041,517 | $ 13,606,124 | |
September 30, 2025 | 8,739,424 | 7,192,768 | 15,932,192 | |
-
Mineral Property Interests (continued)
Cervantes property (Mexico):
On September 30, 2016, the Company entered into the Option Amendment and Assignment Agreement for the Cervantes Property ("Option Assignment Agreement") for the Cervantes Property with Aztec Metals Corp. ("AzMet"), which share common directors with the Company, AzMet, and Kootenay Silver Inc. ("Kootenay"), whereby AzMet assigned to the Company all of its rights and interests in the Property Option Agreement dated July 25, 2015 between AzMet and Kootenay (the "Option Agreement"). In July 2019, the Company earned its 65% interest in the Cervantes property.
In December 2020, the Company entered into a joint venture agreement with Kootenay whereby the Company holds 65% interest in the joint venture entity, Aztec Minerals (Mexico) JV Corp. ("Aztec Mexico JV"). Minera Azteca Dorada SA de CV is a wholly owned subsidiary of Aztec Mexico JV and owns the Cervantes property. The Company determined that the 65% interest in Aztec Mexico JV does not constitute a loss of control. The issuance of the shares is accounted for as an equity transaction and resulted in a non-controlling interest of $954,847.
In August 2022, the Company closed the purchase transaction with Kootenay whereby the Company acquired Kootenay's 35% interest in the joint venture, Aztec Mexico JV, resulting in the Company owning a 100% interest in the Cervantes project. As consideration for the 35% interest in Aztec Mexico JV, the Company issued to Kootenay 10,000,000 common shares in the capital of the Company at a fair value of $0.24 per share, and Kootenay retains a 0.5% net smelter return royalty.
Tombstone property (USA):
On November 30, 2017, as amended on February 28, 2018, the Company entered into a Purchase Option Agreement for the Tombstone property (the "Tombstone Option Agreement") with Baroyeca Gold & Silver Inc. and its two wholly owned U.S. subsidiaries (collectively, "Baroyeca"). In February 2021, the Company earned a 75% interest by making cash payments of $100,000, incurred exploration expenditures of $1 million and issued 1 million common shares over a three-year period starting from March 2018.
In February 2021, the Company entered into a joint venture with Baroyeca's two U.S. subsidiaries whereby the Company holds 75% interest in the joint venture. In April 2022 Baroyeca's two U.S. subsidiaries assigned their interest in the joint venture to Dragoon Resources LLC ("Dragoon"). The Company records its proportionate share of their 75% interest in the Tombstone property in mineral property interests. As at December 31, 2024, the respective partners interest has been adjusted, with the new joint venture interests recalculated to 77.7% for the Company and 22.3% for Dragoon. For the year ended December 31, 2024, the Company recognized an amount contribution of $321,343 (December 31, 2023 - $388,184) in relation to the joint venture and as at December 31, 2024, had an amount receivable of $192,628 (2023 - $ 27,300) from Dragoon.
During the period ended September 30, 2025, the Company recognized other income of $16,873 (2024 -
$33,324) from Joint venture partner as share of royalty income from sale of aggregate.
During the period ended September 30, 2025, the respective partners interest has been adjusted, with the new joint venture interests recalculated to 85.0% for the Company and 15.0% for Dragoon. As a result of the adjusted joint venture interest the Company recognized an account adjustment of $38,585 in relation to the joint venture.
4. | Equipment | |||
Office | Office | |||
Furnishings | Equipment | Total | ||
Cost: | ||||
Balance, December 31, 2023 | $ 4,121 | $ 11,455 | $ 15,576 | |
Add: Acquisitions | - | - | - | |
Balance, December 31, 2024 | 4,121 | 11,455 | 15,576 | |
Add: Acquisitions | - | - | - | |
Balance, September 30, 2025 | 4,121 | 11,455 | 15,576 | |
Accumulated amortization: | ||||
Balance, December 31, 2023 | 4,039 | 10,105 | 14,144 | |
Add: Amortization | 82 | 405 | 487 | |
Balance, December 31, 2024 | 4,121 | 10,510 | 14,631 | |
Add: Amortization | - | 213 | 213 | |
Balance, September 30, 2025 | $ 4,121 | $ 10,723 | $ 14,844 | |
Net book value: | ||||
Balance, December 31, 2024 | $ - | $ 945 | $ 945 | |
Balance, September 30, 2025 | - | 732 | 732 | |
5. | Share Capital | |||
(a) | Authorized: | |||
The authorized share capital of the Company is comprised of an unlimited number of common shares without par value.
Issued:
During the period ended September 30, 2025, the Company:
The Company completed a non-brokered private placement for 20,000,000 units at $0.18 per unit for gross proceeds of $3,600,000. Each unit consists of one common share and one-half of one share purchase warrant. Each whole warrant entitles the holder thereof to purchase one share at an exercise price of $0.24 until May 13, 2028. The company paid a cash finder's fee in the amount of $162,254 and issued 901,411 agent warrants valued at $65,997. Each agent warrant has an exercise price of $0.18 and an expiry date of May 13, 2028. Additional share issue costs of $55,796 were incurred in connection with these financing, and were recorded as an offset to share capital, as share issue costs.
During the year ended December 31, 2024, the Company:
Completed a non-brokered private placement for 7,333,333 units at $0.15 per unit for gross proceeds of
$1,100,000. Each unit is comprised of one common share and one share purchase warrant which is exercisable to acquire one common share at an exercise price of $0.225 until February 16, 2027. Additional share issue costs of $10,902 were incurred in connection with these financing, and were recorded as an offset to share capital, as share issue costs.
5. Share Capital (continued)Issued 400,000 common shares upon the exercise of stock options for proceeds of $48,000, resulting in a fair value reallocation of $25,739 from reserve for share-based payments to share capital.
Completed a non-brokered private placement for 14,306,171 units at $0.18 per unit for gross proceeds of
$2,575,111. Each unit consists of one common share and one-half of one share purchase warrant. Each whole warrant entitles the holder thereof to purchase one share at an exercise price of $0.25 until July 26, 2026. A value of $71,530 was attributed to the warrants using the residual value method. The company paid a cash finder's fee in the amount of $90,553 and issued 495,286 agent warrants valued at $28,162. Each agent warrant has an exercise price of $0.18 and an expiry date of July 26, 2026. Additional share issue costs of
$53,419 were incurred in connection with these financing, and was recorded as an offset to share capital, as share issue costs.
Stock option plan:
On January 20, 2017, the Company adopted a stock option plan that allows it to grant stock options to its directors, officers, employees, and consultants, provided that the aggregate number of stock options granted shall not at any time exceed 10% of the total number of issued and outstanding common shares of the Company. The exercise price of each stock option shall be based on the market price of the Company's shares as traded on the TSX-V at the time of grant. Stock options have a maximum term of ten years and terminate 30 days following the termination of the optionee's employment, except in the case of death, in which case they terminate one year after the event. Vesting of stock options is made at the discretion of the Board at the time the stock options are granted.
The continuity of stock options for the period ended September 30, 2025, is as follows:
Stock option continuity
Number of
options
Weighted average
exercise price
Outstanding balance, December 31, 2023
7,520,000
$0.29
Exercised
(400,000)
$0.12
Forfeitures and cancellations
(470,000)
$0.21
Granted
4,850,000
$0.18
Outstanding balance, December 31, 2024
11,500,000
$0.25
Forfeitures and cancellations
(1,300,000)
$0.40
Granted
2,500,000
$0.20
Outstanding balance, September 30, 2025
12,700,000
$0.22
Outstanding balance, September 30, 2025, exercisable 12,700,000 $0.22
5. Share Capital (continued)The following table summarizes information about stock options outstanding and exercisable at September 30, 2025:
Options Outstanding Options Exercisable
Weighted Weighted
Options
outstanding
Exercise
Price
Expiry Date
Average Life
Remaining
Options
exercisable
Average Life
Remaining
850,000
$0.30
April 12, 2026
0.53
850,000
0.53
1,500,000
$0.30
March 28, 2027
1.49
1,500,000
1.49
3,000,000
$0.26
February 27, 2028
2.41
3,000,000
2.41
3,275,000
$0.165
March 1, 2029
3.42
3,275,000
3.42
1,575,000
$0.20
September 27, 2029
3.99
1,575,000
3.99
2,500,000
$0.20
May 23, 2030
4.65
2,500,000
4.65
12,700,000
3.07
12,700,000
3.07
On February 27, 2023, the Company granted stock options for 3,025,000 common shares to directors, officers, an employee, and a consultant with an exercise price of $0.255 and expiry date of February 27, 2028. The stock options are subject to vesting provisions in which 25% vest on May 27, 2023, and 25% vest every three months thereafter.
On June 22, 2023, stock options were granted for 200,000 common shares to a consultant with an exercise price of $0.30 and expiry date of June 22, 2028. The stock options are subject to vesting provisions whereby the initial 25% vest on June 30, 2023, and 25% vest every three months thereafter.
During the year ended December 31, 2023, the Company recognized share-based payments of $564,988 (2022 - $424,923), net of forfeitures, based on the fair value of options that were earned by the provision of services during the period
On March 1, 2024, the Company granted stock options for 3,275,000 common shares to directors, management, and consultants with an exercise price of $0.165 and expiry date of March 01, 2029. Stock options of 2,175,000 are not subject to vesting provisions and vest immediately on March 01, 2024. Stock options of 1,100,000 are subject to vesting provisions in which 20% vest on March 01, 2024, and 20% vest every three months thereafter.
On September 27, 2024, the Company granted stock options for 1,575,000 common shares to directors, management, and consultants with an exercise price of $0.20 and expiry date of September 27, 2029. Stock options of 1,225,000 are not subject to vesting provisions and vest immediately on September 27, 2024. Stock options of 350,000 are subject to vesting provisions in which 20% vest on September 27, 2024, and 20% vest every three months thereafter.
On May 23, 2025, the Company granted stock options for 2,500,000 common shares to directors, management, and consultants with an exercise price of $0.20 and expiry date of May 23, 2030.
During the period ended September 30, 2025, the Company recognized share-based payments of $303,682 (2024 - $388,750) in connection with the vesting of stock options granted.
5. Share Capital (continued)The weighted average fair value of stock options granted, and the weighted average assumptions used to calculate share-based payments for stock option grants are estimated using the Black-Scholes option pricing model as follows:
September 30, 2025 December 31, 2024
Fair value of stock options granted
$0.12
$0.12
Risk-free interest rate
2.93%
3.25%
Expected dividend yield
0%
0%
Expected stock price volatility
70.84%
91.82%
Expected option life in years
5.00
5.00
Expected stock price volatility is based on the historical price volatility of the Company. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options' expected life. The Company has not paid and does not anticipate paying dividends on its common shares.
Warrants:
At September 30, 2025, the Company had outstanding warrants as follows:
Exercise
Outstanding at
Outstanding at
Prices
Expiry Dates December 31, 2024
Issued
June 30, 2025
11,388,089
-
11,388,089
2,025,725
-
2,025,725
56,520
-
56,520
19,180
-
-
1,420,195
-
1,420,195
7,333,333
-
7,333,333
7,153,085
-
7,153,085
495,286
-
495,286
-
10,000,000
10,000,000
-
901,411
901,411
$0.40 December 6, 2025 (1)
$0.30
August 29, 2026 (2)
$0.30
August 29, 2026 (3)
$0.23
August 29, 2025 (4)
$0.30 September 25, 2026 (5)
$0.23 February 16, 2027 (6)
$0.25
July 26, 2026 (7)
$0.18
July 26, 2026 (8)
$0.24
May 13, 2026 (9)
$0.18
May 13, 2026 (10)
29,891,413 10,901,411 40,773,644
On June 6, 2022, the Company issued 11,388,089 warrants with an exercise price of $0.40 and an expiry date of June 6, 2024, and have a total fair value of $56,940 as determined by the excess private placement price over the market price of the common share on closing date. On May 17, 2024, the Company extended the expiry date of the warrants to December 06, 2025.
On August 29, 2023, the Company issued 2,025,725 warrants with an exercise price of $0.30 and an
- Share Capital (continued)
expiry date of August 29, 2026, and have a total fair value of $60,772 as determined by the excess private placement price over the market price of the common share on closing date.
These finders fee warrants have a fair value of $5,444 and was recorded as share issuance expense as applied to share capital with a corresponding credit to reserve for share-based payments calculated using the Black-Scholes option pricing model with the following assumptions: volatility 80%, risk-free rate 4.38%, expected life 3 years, and expected dividend yield 0%.
These finders fee warrants have a fair value of $1,698 and was recorded as share issuance expense as applied to share capital with a corresponding credit to reserve for share-based payments calculated using the Black-Scholes option pricing model with the following assumptions: volatility 77%, risk-free rate 4.63%, expected life 2 years, and expected dividend yield 0%.
On September 25, 2023, the Company issued 1,420,195 warrants with an exercise price of $0.30 and an expiry date of September 25, 2026, and have a total fair value of $56,808 as determined by the excess private placement price over the market price of the common share on closing date.
On February 16, 2024, the Company issued 7,333,333 warrants with an exercise price of $0.23 and an expiry date of February 16, 2027, and have a total fair value of $Nil as determined by the excess private placement price over the market price of the common share on closing date.
On July 26, 2024, the Company issued 7,153,085 warrants with an exercise price of $0.25 and an expiry date of July 26, 2026, and have a total fair value of $71,530 as determined by the excess private placement price over the market price of the common share on closing date.
These finders fee warrants have a fair value of $28,162 and was recorded as share issuance expense as applied to share capital with a corresponding credit to reserve for share-based payments calculated using the Black-Scholes option pricing model with the following assumptions: volatility 64.11%, risk-free rate 3.6%, expected life 2 years, and expected dividend yield 0%.
On May 13, 2025, the Company issued 10,000,000 warrants with an exercise price of $0.24 and an expiry date of May 13, 2028, and have a total fair value of $Nil as determined by the excess private placement price over the market price of the common share on closing date.
These finders fee warrants have a fair value of $65,997 and was recorded as share issuance expense as applied to share capital with a corresponding credit to reserve for share-based payments calculated using the Black-Scholes option pricing model with the following assumptions: volatility 64.50%, risk-free rate 2.75, expected life 3 years, and expected dividend yield 0%.
The weighted average remaining contractual life of warrants outstanding at September 30, 2025, was 1.23 (December 31, 2024 - 1.48 years).
-
Related Party Transactions
Key management includes directors (executive and non-executive) and senior management. The compensation paid or payable to key management for employee services is disclosed in the table below.
Except as disclosed elsewhere in the consolidated financial statements, the Company had the following transactions with related parties:
Net payable
Period ended September 30, as at September 30,
2025
2024
2025
2024
Key management compensation: Executive salaries and remuneration (1)
$ 477,264
$ 351,427
$ 29,894
$ 7,424
Share-based payments
218,331
379,146
- -
Executive salaries and remuneration (1)
$
695,595
$
730,573
$ 29,894 $ 7,424
(1)Includes key management compensation $157,265 (2024 - $50,684) which is included in mineral property interests.
The above related party transactions are incurred in the normal course of business. Any amounts payable to related parties are due in less than 90 days.
-
Segment Disclosures
The Company has one operating segment, being mineral exploration, with assets located in Canada, Mexico, and U.S.A, as follows:
September 30, 2025 December 31, 2024
Canada Mexico USA Total Canada Mexico USA Total
Mineral property
$ -
$ 8,739,424
$ 7,192,768
$ 15,932,192
$ -
$ 8,564,607
$ 5,041,516
$ 13,606,123
interests
Prepaids, non
-
3,117
-
3,117
-
3,117
-
3,117
current
Equipment
732
-
-
732
945
-
-
945
-
Financial Instruments and Risk Management
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 - Inputs that are not based on observable market data
The fair value of cash is measured at Level 1 of the fair value hierarchy. The carrying value of receivables, current and non-current prepaids and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.
Financial risk factorsThe Company's risk exposures and the impact on the Company's financial instruments are summarized
below:
Credit risk
Credit risk is the risk of loss associated with a counter party's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and receivables. Management believes that the credit risk concentration with respect to receivables is remote as they are due from the Government of Canada. The Company's cash is deposited in accounts held at a large financial institution in Canada. As such, the Company believes the credit risk with cash is remote. Receivables comprise input tax receivables due from the Government of Canada. The Company considers the credit risk of receivables to be low.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As of September 30, 2025, the Company had a cash balance of $1,452,076 to settle current liabilities of
$865,231. All the Company's financial liabilities have contractual maturity of less than 90 days and are subject to normal trade terms. The Company intends to raise additional equity financing in the coming fiscal year to meet its obligations.
Interest rate risk
In respect of financial assets, the Company's policy is to invest excess cash at floating rates of interest in cash equivalents, in order to maintain liquidity, while achieving a satisfactory return. Fluctuations in interest rates impact on the value of cash equivalents. Interest rate risk is not significant to the Company as it has no cash equivalents at year-end.
Foreign currency risk
The Company has certain cash and accounts payable stated in United States dollars and Mexican pesos, mineral property interests which are in the USA and Mexico, and a portion of its operations are in Mexico, resulting in expenditures subject to foreign currency fluctuations. Fluctuations in the United States dollar and Mexican peso would impact the losses of the Company and the values of its assets and liabilities as the
-
Financial Instruments and Risk Management (continued)
Company's functional and presentation currencies are the Canadian dollar. The Canadian dollar fluctuates
with the United States dollar and Mexican peso.
At September 30, 2025, and December 31, 2024, the Company was exposed to currency risk for its Canadian dollar equivalent of financial assets and liabilities denominated in currencies other than Canadian dollars as follows:
Stated in Canadian Dollars
Held in Total United States
Dollars
Mexican Pesos
Cash
$ 885,619
$ 1,008
$ 886,627
Accounts payable and accrued liabilities
(605,007)
(16,755)
(621,762)
Net financial assets (liabilities), September 30, 2025
$ 280,612
$ (15,747)
$ 264,865
Cash
$ 96,703
$ 192
$ 96,895
Accounts receivable
192,628
-
192,628
Accounts payable and accrued liabilities
(617,317)
(11,707)
(629,024)
Net financial assets (liabilities), December 31, 2024
$ (327,986)
$ (11,515)
$ (339,501)
Based upon the above net exposure as at September 30, 2025, and assuming all other variables remain constant, a 10% (December 31, 2024 - 10%) depreciation or appreciation of the Canadian dollar relative to the United States dollar and the Mexican pesos could result in a decrease/increase of approximately $26,500 (December 31, 2024 - $33,900) in the Company's net losses.
The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
Other Price risk
Other price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices. The Company currently does not have any financial instruments which fluctuate with market prices.
- Capital Management
The Company defines capital that it manages as shareholders' equity, consisting of issued common shares,
stock options and warrants.
The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the acquisition and exploration of exploration and evaluation assets.
The Company has historically relied on and currently relies on the equity markets to fund all its activities.
-
Capital Management (continued)
The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions. There were no changes to the Company's approach to capital management during the year.
- Subsequent Events
Completed a bought deal private placement for 42,573,000 common shares at $0.235 per common share for gross proceeds of $10,004,655. The company paid a cash finder's fee in the amount of $700,326 and issued 2,980,110 agent warrants. Each agent warrant has an exercise price of $0.235 and an expiry date of October 16, 2028.
The Company issued 73,380 common shares upon the exercise warrants for proceeds of $13,208.
AZTEC MINERALS CORP. Management Discussion and Analysis (expressed in Canadian dollars) Period ended September 30, 2025 AZTEC MINERALS CORP.
(the "Company")
Report Date - November 13, 2025 Management's Discussion and Analysis For the Period ended September 30, 2025 (expressed in Canadian dollars)CAUTION - FORWARD LOOKING STATEMENTS
Certain statements contained herein regarding the Company and its operations constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements that are not historical facts, including without limitation statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, are "forward-looking statements". We caution you that such "forward looking statements" involve known and unknown risks and uncertainties that could cause actual results and future events to differ materially from those anticipated in such statements. Such risks and uncertainties include fluctuations in precious metal prices, unpredictable results of exploration activities, uncertainties inherent in the estimation of mineral reserves and resources, if any, fluctuations in the costs of goods and services, problems associated with exploration and mining operations, changes in legal, social or political conditions in the jurisdictions where the Company operates, lack of appropriate funding and other risk factors, as discussed in the Company's filings with Canadian and American Securities regulatory agencies. The Company expressly disclaims any obligation to update any forward-looking statements, other than as may be specifically required by applicable securities laws and regulations.
Preliminary InformationThe following Management's Discussion and Analysis ("MD&A") of Aztec Minerals Corp. (the "Company") should be read in conjunction with the accompanying audited consolidated statement of financial position as at December 31, 2024 and 2023 and the consolidated statements of comprehensive loss, changes in shareholders' equity and cash flows for the years ended December 31, 2024 and 2023, and the condensed interim consolidated financial statements for the period ended September 30, 2025.
All dollar amounts are expressed in Canadian dollars unless otherwise indicated.
All information contained in the MD&A is as of November 13, 2025, unless otherwise indicated.
BackgroundThe Company was incorporated on July 6, 2007, under the laws of British Columbia, Canada, pursuant to the Business Corporations Act (British Columbia) and had been dormant until 2016. The Company is engaged primarily in the business of evaluating, acquiring and exploring natural resource properties. The address of the Company's registered office is 228 - 1122 Mainland Street, Vancouver, BC, Canada, V6B 5L1 and its principal place of business is 1030 - 505 Burrard Street, Vancouver, BC, Canada, V7X 1M5.
The Company acquires properties by staking initial claims, negotiating for permits from government authorities, negotiating with holders of claims or permits, entering into property option agreements to acquire interests in claims, or purchasing companies with claims or permits. On these properties, the Company explores minerals on its own or in joint ventures with others. Exploration for metals usually includes surface sampling, airborne and/or ground geophysical surveys and drilling. The Company is not limited to any metal or region, but the corporate focus is on precious and base metals in North America.
As the Company is focused on its mineral exploration activities, there is no mineral production, sales or inventory in the conventional sense. The recoverability of amounts capitalized for mineral property interests is dependent upon the existence of reserves in its mineral property interests; the ability of the Company to arrange appropriate financing and receive necessary permitting for the exploration and development of its property interests; confirmation of the Company's interest in certain properties and upon future profitable production or proceeds from the disposition thereof. Such exploration and development activities normally take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty at this time. Many of the key factors are outside of the Company's control. As the carrying value and amortization of mineral property interests and capital assets are, in part, related to the Company's mineral reserves and resources, if any, the estimation of such reserves and resources is significant to the Company's financial position and results of operations.
Overall PerformanceCervantes Property
The Cervantes is a highly prospective porphyry gold-copper property located in southeastern Sonora state, Mexico. The project lies 160 km east of Hermosillo, Sonora, Mexico within the prolific Laramide porphyry copper belt approximately 265 km southeast of the Cananea porphyry copper-molybdenum mine (Grupo Mexico). Cervantes also lies along an east-west trending gold belt 60 km west of the Mulatos epithermal gold mine (Alamos Gold), 35 km northeast of the Osisko Development San Antonio gold mine, 45 km west of the La India mine (Agnico Eagle), and 40 km northwest of Santana gold deposit (Minera Alamos).
On September 30, 2016, the Company entered into the Option Amendment and Assignment Agreement for the Cervantes Property ("Option Assignment Agreement") for the Cervantes property with Aztec Metals Corp., which share common directors with the Company, ("AzMet") and Kootenay Silver Inc. ("Kootenay"), whereby AzMet assigned to the Company all of its rights and interests in the Property Option Agreement dated July 25, 2015 between AzMet and Kootenay (the "Cervantes Option Agreement"). In July 2019, the Company earned its 65% interest in the Cervantes property whereby the Company issued 500,000 common shares to Kootenay; paid US$50,000 in cash; and incurred exploration expenditures totalling US$1.2 million. The Company entered into a joint venture agreement with Kootenay in December 2020. The property is composed of 4 concessions of 3,649 hectares.
In late August 2022, the Company closed the purchase transaction whereby the Company acquired Kootenay's 35% interest in the joint venture, resulting in the Company owning a 100% interest in the Cervantes project. As consideration for the 35% interest in joint venture entity, the Company issued to Kootenay 10,000,000 common shares in the capital of the Company at a fair value of $0.24 per share, and Kootenay has retained a 0.5% net smelter return royalty.
In December 2021, the Company mobilized a reverse circulation drilling program which was completed in March 2022 for 26 holes totaling 5,249 metres. The primary objectives of the drilling program were to better define the open pit, heap leach gold potential of the porphyry oxide cap at California, evaluate the potential for deeper copper-gold porphyry sulfide mineralization underlying the oxide cap, test for north and west extensions of the California mineralization at California North and Jasper, and assess the breccia potential of Purisima East. The holes drilled at California have intersected near surface, oxidized gold mineralization with minor copper oxides. The drilling program expanded the primary California porphyry zone to an area measuring approximately 900 meters long by 250 to 500 meters wide, with demonstrated, continuous anomalous mineralization up to 265 meters depth vertically and expanded the identified California Zone mineralization to 900 meters long by 750 meters wide.
Multi-element analysis for the RC drill program was performed in the second quarter of 2022. The multi-element ICP results show good relationships between Au, Cu, Bi, Ag and As, which will assist in vectoring exploration targets for potentially economic grades and widths for Cu and Ag in a porphyry deposit model. The multi-element ICP values support the exploration model of the California zone being at the highest portion of a porphyry system, where an overlying high sulfidation zone has been eroded away.
In the second quarter of 2022, the Company completed drill hole collar surveying, field work for Drone Photogrammetry survey to create a detailed ortho-topographic base map, and Terraspec readings on the RC drill chips.
Aztec Minerals Corp. Page 2
In July 2022, the Company mobilized a core drilling program which was completed in October 2022 for 11 holes totaling 2,516 metres. The primary focus of the Phase 3 Core drilling program at Cervantes was to expand the previously drilled California target, California North and Jasper targets, to enhance geologic understanding of the targets, and to collect samples for metallurgical testing. The oriented core drilling program tested step-outs of 35 to 450 meters using varying azimuths and inclinations.
Highlights from the 2022 RC and core drilling programs are as follows:
94m @ 1.04 gpT Au incl 15.2m @ 3.96 gpT Au, 55m @ 0.36% copper in CAL22-001
165m @ 1.00 gpT Au incl 24.4m @ 4.25 gpT Au, 160m @ 0.065% copper in CAL22-004
137m @ 1.49 gpT Au incl 51.7m @ 3.42 gpT Au, 119m @ 0.091% copper in CAL22-005
100m @ 0.75 gpT Au incl 9.14m @ 3.087 gpT Au, 138m @ 0.10% copper in CAL22-006
152m @ 0.87 gpT Au, incl 33.5m @ 2.05 gpT Au, 123m @ 0.095% copper in CAL22-012
120m @ 0.677 gpT Au, incl 27 m @ 1.456 gpT Au in CAL22-027
135 m @ 0.56 gpT Au, incl 12.0 m @ 2.297 gpT Au in CAL22-031
In February 2023 the Company mobilized two field crews to conduct a surface exploration program comprised of road cut, reconnaissance outcrop and soil sampling, Terraspec SWIR data collection and geological mapping. It collected 779 roadcut samples that were analyzed for multi-elements and SWIR to expand and enhance geochemical and geological knowledge throughout the Cervantes project. Mapping was focused on the exposed road cuts with detailed lithological, structural and alteration mapping of the California target. To gain efficiency, the surface exploration program was conducted during the regional dry season. The field teams are examining outcrop exposures generated from recently constructed drill roads with detailed geological mapping for the lithologies, alterations (Terraspec), mineralization, structures and geotechnical aspects. The road cuts were continuously chip channel sampled and then surveyed to consolidate surface data with the geochemistry of the drill hole dataset, as well as to assist in 3D modeling. A structural geology study was conducted, especially to help establish the displacements of the mineralization since its emplacement. Project data evaluation also continues to advance including using the understandings gained on the multi-element relationships with Au and applying them to the soil sampling data, reviewing the subsequent results to the geophysical data and the SWIR-Terraspec data, 3D modeling of the data, metallurgical, and multiple other investigations. The primary objectives of the 2023 surface exploration program is to continue to define the open pit, heap leach gold potential of the porphyry oxide cap at California, test the down dip extensions of the phyllic alteration in the Qfp intrusive for deeper copper-gold porphyry sulfide mineralization underlying the oxide cap, and test for extensions of the at California Norte.
In December 2023 the Company completed 13 reverse circulation "RC" holes totaling 1,646 meters (m) at the Cervantes project. The RC drilling program was increased from an originally planned 11 holes and RC chip logging of the 13 completed holes indicate favorable geology to support potential expansion of the gold zone mineralization in the vicinities of the area previously drilled. In March 2024, the results of Au and multi-element analysis for its 2023 RC drill program at the Cervantes project in Sonora, Mexico were announced. The RC drill program comprised 1,646 meters in 13 RC drill holes testing the California porphyry gold target located in the district of Soyopa, Sonora, Mexico. Total drilling by Aztec Minerals on the Cervantes project since 2016 now totals 67 drill holes and 12,134m. The California target of near surface, oxide gold porphyry mineralization was successfully expanded, and the presence of anomalous copper, molybdenum and silver, in addition to significant gold mineralization, corresponds well in relation to the top of large, strong IP chargeability anomaly astride an aeromagnetic low anomaly. RC drill results at the California target returned significant gold mineralization from the 2023 RC drill program on the Cervantes property located in Sonora, Mexico. The multi-element ICP results show good, positive relationships between Au, Cu, Bi, Ag, As, W and K (potassic alteration), negative relationships with Mo, Sb and Ca. The multi-element grades support the potential for an expanded Au-Cu porphyry deposit at depth.
In the first half of 2025 Aztec completed an initial phase of its 2025 exploration program at the Cervantes porphyry gold-copper project in Sonora, Mexico. The program was focused on three high-priority gold mineralization target areas of California East, California North, and the Brasil target, as well as additional work in other adjoining portions of the Cervantes project. The
Aztec Minerals Corp. Page 3
phase 1 surface exploration program was conducted during the end of the regional dry season in May-June 2025. Field teams examined and sampled outcrops and subcrop angular rock rubble found in adjoining remote target areas currently only accessible by foot. The teams collected 151 outcrop and subcrop samples while doing reconnaissance scale mapping. This work found and confirmed new areas of mineralization and alteration surrounding the California Zone discovery.
Further details of the exploration programs for the Cervantes project are provided in the Company's news releases:
News Release dated February 16, 2022, and titled, "Aztec - Kootenay JV Intersects Broad, High-Grade Gold Mineralized Zone in First Hole of Phase 2 RC Drill Program at the Cervantes Project in Sonora, Mexico; Including 1.1 gpt Au over
88.4 metres".
News Release dated February 23, 2022, and titled, "Aztec - Kootenay JV Continues to Intersect Broad, High-Grade Gold Mineralization in Phase 2 RC Drill Program at the Cervantes Project in Sonora, Mexico; Including 1.0 gpt Au over 167.2 metres".
News Release dated March 2, 2022, and titled, "Aztec - Kootenay JV Reports Best Hole Yet from California Zone at Cervantes Project in Sonora, Mexico; Intersects 1.49 gpt Au over 136.8 m Including 3.42 gpt Au over 51.7 m".
News Release dated March 22, 2022, and titled, "Aztec - Kootenay JV Reports Continued Strong Drill Results from California Zone at Cervantes Project in Sonora, Mexico; Intersects 0.53 gpt Au over 138.3 m and 0.88 gpt Au over 54.7 m".
News Release dated April 13, 2022, and titled, "Aztec - Kootenay JV Reports Additional Strong Drill Results from California Zone at Cervantes Project in Sonora, Mexico; Intersects 0.87 gpT Au over 152.4 m Including 2.05 gpT Au over 33.5m".
News Release dated May 5, 2022, and titled, "Aztec - Kootenay JV Reports Drill Intercept of 0.32 gpT Au over 24.3 metres and 6.1 metres of 1.649 gpT Au at California North Prospect, 350 m North of California Zone, Cervantes Project, Sonora, Mexico".
News Release dated June 14, 2022, and titled, "Aztec - Kootenay JV Reports Final Gold and Multi-Element Results from 2021-2022 RC Drill Program on Cervantes Property, Sonora".
News Release dated July 27, 2022, and titled, "Aztec Commences 10-hole, 3000 meter Core Drill Program at its Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated September 6, 2022, and titled, "Aztec Completes First 7 Holes of Phase 3 Core Drilling Program at its 100%-owned Cervantes Project in Sonora, Mexico and Appoints new Director".
News Release dated October 25, 2022, and titled, "Aztec Completes 11-Hole, Phase 3, Core Drilling Program at the
Cervantes Project in Sonora, Mexico".
News Release dated November 15, 2022, and titled, "Aztec Continues to Intersect Gold Mineralization at Cervantes Project in Sonora, Mexico; Including 0.68 gpT Au over 120.0 m".
News Release dated November 30, 2022, and titled, "Aztec Reports Continued Strong Drill Results from California Zone at Cervantes Project in Sonora, Mexico".
News Release dated December 12, 2022, and titled, "Aztec Minerals Reports Final Gold and Multi-Element Results from 2021-2022 Drilling at the Cervantes Project in Sonora, Mexico".
Aztec Minerals Corp. Page 4
News Release dated January 10, 2023, and titled, "Aztec Summarizes 2022 Drill Results from Cervantes Project, Sonora, Mexico; Multiple, Shallow and Broad, Oxidized Gold-Copper Intercepts Expand Mineralized Zones Around and Below the California Target, Still Open in All Directions".
News Release dated January 16, 2023, and titled, "Aztec Plans Two Phase, CAD$1.2 Million Exploration Program at Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated March 7, 2023, and titled, "Aztec Commences 2023 Exploration Program at Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated May 23, 2023, and titled, "Aztec 2023 Surface Exploration Program Results Enhance Drill Targeting at Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated June 22, 2023, and titled, "Aztec Outlines Expansion Drill Targets and Receives Drill Permit for Planned RC Drill Program at Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated March 7, 2023, and titled, "Aztec Commences 2023 Exploration Program at Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated March 7, 2023, and titled, "Aztec Commences 2023 Exploration Program at Cervantes Gold-Copper Project, Sonora, Mexico".
News Release dated November 21, 2023, and titled, "Aztec Completes Initial 7 Holes Expanding the Gold Mineralization Footprint at the Cervantes Project Sonora, Mexico".
News Release dated February 25, 2024, and titled, "Aztec Releases Initial Multi-Element Analyses Evaluations in Spatial Relationship to Gold Distribution for the 2023 RC Drill Program at the California Target, Cervantes Project, Sonora, Mexico".
News Release dated August 6, 2025, and titled, Aztec Samples up to 15.6 gpt Gold & 177.3 gpt Silver at the Cervantes Project, Sonora, Mexico; Surface Exploration Program Outlines Multiple Strong Precious Metals Targets
Tombstone Property
The Tombstone property includes the historic Contention Mine and surrounding 33 patented claims totaling 435.7 acres (176.32 hectares) with an additional 840 acres (339.94 hectares) of 42 unpatented claims. The Tombstone Mining District, located 65 miles southeast of Tucson, Arizona, and accessed by State Highway 80, is well known for its high grade, oxidized deposits of silver-gold-lead mineralization hosted in veins, mantos, pipes and disseminated orebodies.
The Company staked and filed 31 unpatented lode mining claims in the Historic Tombstone Silver-Gold Mining district in Southeastern Arizona, totaling 211 hectares (522 acres) and increasing the overall Tombstone Project JV land package by 46.7% from 452 hectares to 663 hectares (1,639 acres). These claims are near or adjoining the Tombstone Project JV core patented and unpatented claims.
On November 30, 2017, as amended on February 28, 2018, the Company entered into a Purchase Option Agreement for the Tombstone property (the "Tombstone Option Agreement") with Baroyeca Gold & Silver Inc. and its two wholly owned U.S. subsidiaries (collectively, "Baroyeca"). The Company can earn a 75% interest by making cash payments of $100,000, incurring exploration expenditures of $1 million and issuing 1 million common shares over a three-year period starting from March 23, 2018.
Aztec Minerals Corp. Page 5
In February 2021, the Company entered into a joint venture with Baroyeca's two U.S. subsidiaries whereby the Company holds 75% interest in the joint venture. In April 2022 Baroyeca's two U.S. subsidiaries assigned their interest in the joint venture to Dragoon Resources LLC ("Dragoon").
As at March 31, 2025, the respective partners interest has been adjusted, with the new joint venture interests recalculated to 78.7% for the Company and 21.3% for Dragoon.
On July 17, 2025, the JV participation interest was adjusted to 85.0% Aztec Minerals and 15.0% Dragoon.
In 2020 Aztec drilled from August to November 21 RC drill holes composed of 2,993 meters. The drilling program tested for the potential for shallow, broad, bulk tonnage gold-silver mineralization around and below the Contention open pit and underground mine workings and was successful in finding it. Drill highlights include: Hole TR20-002 67.06 m of 1.07 gpt Au,
42.1 gpt Ag, for a 1.60 gpt AuEQ; TR20-003 93.06 m of 0.77 gpt Au,25.2 gpt Ag, for a 1.07 gpt AuEq; TR20-009 30.48 m of
3.21 gpt Au, 45.6 gpt Ag, for a 3.78 gpt AuEq; TR20-013 48.77 m of 0.38 gpt Au, 50.7 gpt Ag, for a 1.01 gpt AuEq; and TR20-017 140.21 m of 0.38 gpt Au, 19.3 gpt Ag, for a 0.62 gpt AuEu.
In March 2021, the Company acquired two patented claims amounting to 15.17 hectares (37.5 acres), increasing the overall Tombstone joint venture land package to 516.26 hectares (1,275.69 acres). In April 2021, the Company mobilized a reverse circulation drill program at Tombstone which was completed in July 2021 for 23 holes for 2,716 metres. The RC program was designed to step out and downwards from drill patterns drilled in 2020 to expand the shallow, broad, bulk tonnage gold-silver mineralization discovered around and below the Contention pit.
Drill highlights are as follows:
Hole TR21-13 - 1.8 grams per tonne (gpT) gold and 36.9 gpT silver (2.33 gpT gold equivalent (AuEq*) over 70.1 meters (m), including 6.08 m grading 2.93 gpT gold and 157 gpT silver (5.17 gpT gold equivalent AuEq*) and 1.52 m with visible gold in quartz veining grading 55.71 gpT gold and 176.1 gpT silver (58.22 gpT gold equivalent AuEq*). Hole bottomed in mineralization grading 0.37 gpT AuEq* when ground caving forced early termination of the hole.
Interval has argillic and siliceous alteration, fine-grained sandstones, siltstones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, weak manganese oxides, orange-red color, and 1-3% oxidized pyrite. The drill hole interval exposed one mine working, adjacent to strong oxidation. Visible gold and cerargyrite (AgCl) was found at 132.6 - 135.7 m in a quartz vein.
Hole TR21-10 - 1.39 gpT gold and 56.4 gpT silver (2.20 gpT gold equivalent AuEq*) over 96.04 meters (m), including
39.94 m grading 2.47 gpT Au and 28.9 gpT Ag (2.97 gpT AuEq*), 19.82 m grading 0.96 gpT Au and 24.98 gpT Ag (1.31 gpT AuEq*), and 10.67 m grading 0.837 gpT Au and 60.96 gpT Ag (1.71 gpT AuEq*).
Interval has siliceous alteration, fine-grained sandstones, siltstones and limestones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, manganese oxides, orange to red color, and 1 to 4 % oxidized pyrite sites. The drill hole interval exposed two mine workings, adjacent to breccias and dikes.
Hole TR21-11 - 1.2 gpT gold and 71.6 gpT silver (2.22 gpT AuEq*) over 24.3 m, and 0.17 gpT Au and 6 gpT Ag (0.26 gpt AuEq*) over 16.7 m.
Interval has argillic and siliceous alteration, fine-grained sandstones, siltstones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with strong quartz veining. Moderate to strong iron oxides, manganese oxides, orange to red to black color, and 1 to 4 % oxidized pyrite sites. The interval exposed one mine workings below the strong mineralization, a possible development tunnel.
Hole TR21-15 - 0.22 gpT gold and 18.3 gpT silver (0.487 gpT gold equivalent (AuEq*) over 42.7 meters (m).
Aztec Minerals Corp. Page 6
Interval has siliceous alteration, fine-grained siltstones and limestones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Weak to strong iron oxides, manganese oxides, orange to red to black color, and trace to 2% oxidized pyrite. The drill hole interval exposed one mine stope of 6.1 m in a mineralized dike.
Hole TR21-16 - 0.807 gpT gold and 15.9 gpT silver (1.035 gpT AuEq*) over 64.0 m, including 3.61 gpT gold and 51.6 gpT silver (4.34 gpT AuEq*) over 13.7 m.
Interval has argillic and siliceous alteration, fine-grained sandstones, and siltstones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, weak manganese oxides, orange to red color, and 1 to 3 % oxidized pyrite sites. The higher-grade interval of 13.7 m is of hydrothermal breccias with visible gold, strong silicification and quartz veinlets.
Hole TR21-17 - 1.73 gpT gold and 56.2 gpT silver (2.53 gpT AuEq*) over 64 m, including 6.455 gpT gold and 274 gpT silver (10.37 gpT AuEq*) over 3.04 m, and 4.08 gpT gold and 59.4 gpT silver (4.93 gpT AuEq*) over 10.7 m.
Interval has argillic and siliceous alteration, fine-grained sandstones, siltstones and limestones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Weak to strong iron oxides, manganese oxides, orange to red to black color, and trace to 3 % oxidized pyrite sites. The interval found visible gold from 32.0 to
33.5 m in hydrothermal breccias with strong silicification and quartz veinlets at the contact with overlying limestones and underlying quartz-feldspar porphyry dike. At 82.3 to 85.4 m chrysocolla (copper oxide) was found with abundant quartz veinlets adjacent to a hydrothermal breccia. This zone had the above noted 10.37 gpT AuEq* results.
Hole TR21-18 - 0.76 gpT gold and 20.61 gpT silver (1.049 gpT AuEq*) over 64 m, including 2.46 gpT gold and 37.0 gpT silver (2.99 gpT AuEq*) over 9.1 m.
Interval has siliceous alteration, fine-grained sandstones, siltstones and limestones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, manganese oxides, orange to red color, and 1 to 3 % oxidized pyrite sites. The interval found visible gold from 37.2 to 41.1 m in hydrothermal breccias with strong silicification, manganese oxides, and quartz veinlets within siltstones. Lower in the interval from 80.8 to 83.8 m a tunnel was found in 15.2 m of strongly silicified and quartz veined hydrothermal breccias, also hosted siltstone.
Hole TR21-22 - 2.441 gpT gold and 66.56 gpT silver (3.392 gpT AuEq*) over 65.5 m, including 16.80 gpT gold and
374.36 gpT silver (22.148 gpT AuEq*) over 7.6 m. This hole ended in mineralization grading 1.045 gpT AuEq* where it was terminated due to caving. TR21-22 is a 55 m step out east of drill holes TR21-17 and TR21-18 on section K. It is a twin of USMX hole TR-067 and shows the mineralization in the pit is open to the east and at depth.
The interval has strongly siliceous alteration, fine-grained sandstones and siltstones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, weak manganese oxides, orange to red color, and traces to 3 % oxidized pyrite sites. At the bottom of the drill hole was found the high-grade interval of 7.6 m reported above in hydrothermal breccia.
Hole TR21-03 - 5.713 gpT gold and 40.5 gpT silver (6.282 gpT gold equivalent (AuEq*) over 32.01 meters (m), including
15.24 m grading 11.891 gpT gold and 62.9 gpT silver (12.79 gpT gold equivalent AuEq*).
Interval of argillic and siliceous alteration, fine-grained sandstones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, orange to red color, and 2 to 3 % oxidized pyrite sites.
Aztec Minerals Corp. Page 7
Hole TR21-20 - 0.247 gpT gold and 15.2 gpT silver (0.464 gpT AuEq*) over 47.3 m including 7.6 m of open mine workings. The drill hole was terminated in mineralization due to caving with the last sample assaying 1.283 gpT AuEq*. This hole is a vertical step out 30 m to the west of section M and shows the mineralization is open to the west and at depth.
Interval has argillic and siliceous alteration, fine-grained sandstones and siltstones cut by quartz-feldspar porphyry dikes and faults/fissures, with quartz veining. Moderate to strong iron oxides, weak manganese oxides, orange to red to brown color, and 2 to 3 % oxidized pyrite sites. The 7.6 m high stope encountered is astride the contact between an overlying dike and the siltstones underneath.
Hole TR21-06 - 0.22 gpT gold and 17.3 gpT silver (0.47 gpT AuEq*) over 74.69 m, including 4.57 m grading 1.26 gpT Au and 18.6 gpT Ag (1.53 gpT AuEq*).
Interval has argillic and siliceous alteration, fine-grained sandstones, siltstones and limestones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, manganese oxides, orange to red color, and 1 to 5 % oxidized pyrite sites.
Section N, Hole TR21-08 - 2.09 gpT gold and 47.1 gpT silver (2.76 gpT gold equivalent AuEq*) over 39.64 meters (m), including 18.29 m grading 3.53 gpT gold and 58.4 gpT silver (4.37 gpT gold equivalent AuEq*), which bottomed in mineralization grading 1.21 gpT AuEq* when ground caving forced early termination of the hole.
Interval has argillic and siliceous alteration, fine-grained sandstones, hornfels, and siltstones cut by quartz-feldspar porphyry dikes, faults/fissures, and hydrothermal breccias with quartz veining. Moderate to strong iron oxides, orange to red color, and 2 to 3 % oxidized pyrite sites.
Section O, Hole TR21-23 - 0.556 gpT gold and 16.6 gpT silver (0.793 gpT gold equivalent AuEq*) over 24.4 meters (m), which bottomed in mineralization grading 1.188 gpT AuEq* when ground caving forced early termination of the hole.
Interval has argillic and siliceous alteration, fine-grained sandstones, hornfels, and siltstones cut by quartz-feldspar porphyry dikes, faults/fissures, and quartz veining. Moderate to strong iron oxides, orange to red color, and 2 to 3 % oxidized pyrite sites.
Hole TR21-21 - 0.797 gpT gold and 15.1 gpT silver (1.012 gpT AuEq*) over 18.3 m including 3 m of open mine workings. The drill hole was terminated in mineralization due to caving following another intersection of a 4.6 m mine working, with the last sample assaying 1.997 gpT AuEq*. This hole is a horizontal step out 50 m to the north of TR20-09, is the current northernmost drill hole and shows the mineralization is open in all directions and at depth.
Interval has argillic and siliceous alteration, fine-grained sandstones and siltstones cut by quartz-feldspar porphyry dikes and faults/fissures, with quartz veining. Moderate to strong iron oxides, weak manganese oxides, orange to red to brown color, and 2 to 3 % oxidized pyrite sites.
*Gold equivalents in 2021 are calculated using a 70:1 silver:gold ratio. Reported lengths are apparent widths, not true widths.
Every one of the 23 drill holes intersected shallow oxidized gold-silver mineralization over substantial widths, thirteen drill holes crossed old tunnels where presumably the highest-grade ores were previously mined, several drill holes encountered visible gold, and all drill holes bottomed in mineralization, indicating the main mineralized zones are still open to depth as well as laterally. The drill results continue to show strong grades over broad widths, confirming and expanding the historic gold and silver mineralized zones both along strike and down dip.
In February 2023, the Company mobilized for a core drilling program for the Tombstone property. The Tombstone core drilling program completed 7 holes at approximately totaling 870.31 m depth as inclined step-outs along the 900 m length of the Contention pit to both sides (East, West) and at depth, with a target of potentially expanding the volume of the known Au-Ag
Aztec Minerals Corp. Page 8
mineralization. The core drilling program utilized diameters of PQ, HQ, NQ and BQ to 225m, noting that multiple core diameters are required to complete through the historic underground mine workings. The drilling program was designed with data obtained from surveys and modelling completed over 2022, following the conclusion of previous RC drilling program in late 2021. The Company has recently completed an ortho-topo drone survey to construct detailed maps, surveyed all drill hole collars from 2020-23, sampled for Terraspec alteration analysis half of the North Contention pit, completed Terraspec analysis on all the 2020-21 RC chips, and advanced the construction of a wire-frame 3-D Leapfrog model of the historic, extensive, underground mine workings, with drilling, mineralization, geology, alteration, geophysics, and multi-element geochemistry.
In May 2023, the Company and Dragoon Resources LLC ("Tombstone JV Partner") announce the acquisition of one patented claim (private property rights) amounting to 7.82 hectares (19.33 acres), increasing the overall Tombstone Joint land package to 452.02 hectares (1,116.94 acres). Aztec and Dragoon acquired the Westside patented claim from a third-party for cash consideration of US$65,000. The claim immediately adjoins the Tombstone property core patented claims to the northwest, expanding opportunities to explore new targets in the historic Tombstone Silver District in Southeastern Arizona. The patent claim was purchased outright and has no underlying royalties or work commitments. The drill program was completed in May 2023 and results were summarized in July 2023 of the 7-hole, core drill program. Every one of the drill holes intersected near surface, oxidized gold-silver mineralization, and all the drill holes crossed multiple historic underground workings where presumably most of the highest-grade ores were previously mined, and all drill holes bottomed in alteration and mineralization, indicating the main mineralized zones are still open to depth and laterally. The drill holes were drilled on an azimuth 103 fence pattern cutting across the NNE trending Contention target zone mineralization with approximately 50 m spacings, with inclined fans varying from near vertical to the east at -60 degrees. The 2023 drill holes are step outs of 40 to 150 metres from the 2020-21 program, in various portions of the Contention pit target zone.
In the second quarter of 2024 the company conducted surface exploration with geological mapping and geochemical sampling. In the Contention Pit, detailed, 1:200 scale geological mapping and 2-meter-long chip channel samples (410) were collected. Over the rest of the patented claims reconnaissance level, 1:2,000 scale geological mapping and individual dump and outcrop samples (58) were collected. The sampling confirmed Aztec's drilling results and expanded the areas of interest. The construction of the digital 3D project model has been advancing to the point in assisting the placement of the detailed drill targeting planned for later in 2024.
In early September of the third quarter of 2024 the Company-initiated mobilization for the planned 2,000-meter RC drilling program at Tombstone. The drill arrived on September 29, 2024, and drilling commenced on September 30, 2024. The program is designed to expand the known mineralization of the Contention pit area and to do the initial exploration testing of identified targets of historic mineralization within the adjacent Westside area.
The 2024 Tombstone RC drilling program completed on December 21, 2024, 17 drill holes totaling 3,098.7 meters. Final assay results were received by February 19, 2025. Total drill holes by Aztec to date are 68 (61 RC, 7 Core), totaling 9,678 meters. The program was successful in significantly expanding the footprint of the wide and shallow potentially bulk mineable style of oxide silver-gold mineralization. The 2024 Tombstone RC drilling program achieved its goals of expanding the footprint of the shallow, potentially bulk mineable and heap leachable, mesothermal oxide silver-gold mineralization in the Contention Zone and finding mesothermal oxide silver-gold mineralization zones in the Westside Zone's first pass drilling. The Contention oxide silver-gold mineralization has been expanded considerably to the west, south, north and to depth, and is still open in all directions.
The Westside zone's first pass drilling exploring was targeting several demonstrated mineralization focusing structures -anticlines, quartz stringer fissure lodes, and quartz feldspar porphyry dikes for oxide silver-gold mineralization found it in every drillhole including a discovery hole (TR24-13) in the Westside Anticline.
Westside Discovery Preliminary Drilling Highlights:
Drillhole TR24-13 intersected 24.4m of 106.24 gpt AgEq within a broader zone of 85.4m averaging 47.31 gpt AgEq (0.281 gpt Au and 24.79 gpt Ag) at shallow depth in the Westside Anticline discovering a new body of significant oxidized silver - gold mineralization
Aztec Minerals Corp. Page 9
