Aztec Minerals : 4th Quarter Report - Year ended December 31, 2023

AZTEC MINERALS CORP.

Consolidated Financial Statements

(stated in Canadian dollars)

Years ended December 31, 2023 and 2022

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF AZTEC MINERALS CORP.

Opinion

We have audited the consolidated financial statements of Aztec Minerals Corp. and its subsidiaries (the "Company"), which comprise:

• the consolidated statements of financial position as at December 31, 2023 and 2022;
• the consolidated statements of comprehensive loss for the years then ended;
• the consolidated statements of changes in shareholders' equity for the years then ended;
• the consolidated statements of cash flows for the years then ended; and
• the notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2023 and 2022, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss of $1,812,552 during the year ended December 31, 2023 and has a deficit of $10,501,030 as at December 31, 2023. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditors' report.

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St Vancouver, BC V6C 2B3

1. 604 687 1231

1. 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditors' report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St Vancouver, BC V6C 2B3

1. 604 687 1231

1. 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St Vancouver, BC V6C 2B3

1. 604 687 1231

1. 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors' report is Michelle Chi Wai So.

Chartered Professional Accountants

Vancouver, British Columbia

April 26, 2024

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St Vancouver, BC V6C 2B3

1. 604 687 1231

1. 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

AZTEC MINERALS CORP.

(An Exploration Stage Company) Consolidated Statements of Financial Position (Stated in Canadian dollars)

			December 31,
	Notes		2023		2022
ASSETS
Current Assets
Cash		$	485,590	$	1,471,056
Receivables	6		106,165		304,531
Prepaids, current			239,192		130,561
Total Current Assets			830,947		1,906,148
Non-Current Assets
Prepaids, non-current			62,527		40,514
Mineral property interests	6, 8(b), 9		11,585,558		9,030,358
Equipment	7		1,432		2,280
Total Non-Current Assets			11,649,517		9,073,152
Total Assets		$	12,480,464	$	10,979,300
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	9	$	455,496	$	324,416
Shareholders' Equity
Share capital	8(b)		20,884,941		18,379,155
Reserve for share-based payments	8(c)		1,641,057		1,255,315
Deficit			(10,501,030)		(8,979,586)
Total Shareholders' Equity			12,024,968		10,654,884
Total Liabilities and Shareholders' Equity		$	12,480,464	$	10,979,300

Nature of operations and going concern (Note 1)

Subsequent events (Note 12)

Approved on behalf of the Board:

/s/	Simon Dyakowski		/s/	Patricio Varas
Director		Director

Refer to the accompanying notes to the consolidated financial statements.

AZTEC MINERALS CORP.

(An Exploration Stage Company)

Consolidated Statements of Comprehensive Loss (Stated in Canadian dollars)

			Years ended December 31,
	Notes		2023		2022
Expenses:		$	56,019	$	70,957
Accounting and audit
Amortization	7		848		1,492
Employee remuneration	9		404,470		404,215
Legal			3,687		29,777
Office and sundry	9		107,292		76,844
Regulatory			70,530		112,247
Shareholder relations			684,999		612,989
Share-based payments	8(c), 9		564,988		424,923
Operating loss			(1,892,833)		(1,733,444)
Interest income			11,907		17,703
Other income	6(b)		147,504		-
Foreign exchange gain (loss)			(79,130)		18,035
Net loss and comprehensive loss for the year		$	(1,812,552)	$	(1,697,706)
Attributable to:
Non-controlling interest	6(a)	$	-	$	41,917
Shareholders of Aztec Minerals Corp.			(1,812,552)		(1,739,623)
Basic and diluted loss per share		$	(0.02)	$	(0.02)
Weighted average number of common shares outstanding			96,182,410		77,871,923

Refer to the accompanying notes to the consolidated financial statements.

AZTEC MINERALS CORP.

(An Exploration Stage Company)

Consolidated Statements of Changes in Shareholders' Equity (Stated in Canadian dollars)

		Share Capital			Reserve for
		Number of				Share-Based			Non-Controlling
	Notes	Shares		Amount		Payments		Deficit		Interest		Total
Balance, December 31, 2021		64,981,505	$	11,749,159	$	1,576,759	$	(6,945,014)	$	1,721,367	$	8,102,271
Private placement	8(b)	11,388,089		3,359,486		56,940		-		-		3,416,426
Adjustment on acquisition of controlled	8(b)	10,000,000		2,400,000		-		(540,279)		(1,859,721)
subsidiary												-
Share issue expenses		-		(71,967)		-		-		-		(71,967)
Exercise of warrants		2,480,000		248,000		-		-		-		248,000
Exercise of stock options		1,300,000		694,477		(557,977)		-		-		136,500
Expiration of stock options	8(c)	-		-		(171,601)		171,601		-		-
Expiration of finders fee warrants	8(d)	-		-		(73,729)		73,729		-		-
Share-based payments	8(c)	-		-		424,923		-		-		424,923
Contributions by non-controlling interest		-		-		-				96,437		96,437
Comprehensive loss for the year		-		-		-		(1,739,623)		41,917		(1,697,706)
Balance, December 31, 2022		90,149,594		18,379,155		1,255,315		(8,979,586)		-		10,654,884
Private placement	8(b)	11,270,007		2,527,625		117,580		-		-		2,645,205
Share issue expenses		-		(51,557)		-		-		-		(51,557)
Finders fees - warrants issued		-		(7,141)		7,141		-		-		-
Exercise of stock options		200,000		36,859		(12,859)		-		-		24,000
Expiration of stock options	8(c)	-		-		(152,629)		152,629		-		-
Expiration of warrants	8(d)	-		-		(138,479)		138,479				-
Share-based payments	8(c)	-		-		564,988		-		-		564,988
Comprehensive loss for the year		-		-		-		(1,812,552)		-		(1,812,552)
Balance, December 31, 2023		101,619,601	$	20,884,941	$	1,641,057	$	(10,501,030)	$	-	$	12,024,968

Refer to the accompanying notes to the consolidated financial statements.

AZTEC MINERALS CORP.

(An Exploration Stage Company) Consolidated Statements of Cash Flows (Stated in Canadian dollars)

		Years ended December 31,
		2023		2022
Cash provided from (used by):
Operations:
Loss for the year	$	(1,812,552)	$	(1,697,706)
Items not involving cash:
Amortization		848		1,492
Share-based payments		564,988		424,923
Unrealized foreign exchange (loss) gain		3,162		(30,772)
Changes in non-cash working capital items:		(1,243,554)		(1,302,063)
Receivables		198,366		314,094
Prepaids, current		(108,631)		79,519
Accounts payable and accrued liabilities		(87,651)		35,616
Cash used by operating activities		(1,241,470)		(872,834)
Financing:
Issuance of common shares		2,645,205		3,416,426
Share issue expenses		(51,557)		(71,967)
Exercise of warrants		-		248,000
Exercise of stock options		24,000		136,500
Cash provided from financing activities		2,617,648		3,728,959
Investing:
Mineral property interests, net of recoveries		(2,336,469)		(3,121,496)
Prepaids, non current		(22,013)		86,010
Equipment		-		(596)
Cash used by investing activities		(2,358,482)		(3,036,082)
Foreign exchange loss (gain) on cash held in foreign currency		(3,162)		30,772
Decrease in cash		(985,466)		(149,185)
Cash, beginning of year		1,471,056		1,620,241
Cash, end of year	$	485,590	$	1,471,056

Refer to the accompanying notes to the consolidated financial statements.

AZTEC MINERALS CORP.

(An Exploration Stage Company) Consolidated Statements of Cash Flows (Stated in Canadian dollars)

Years ended December 31,

	Notes		2023		2022
Non-cash financing and investing activities:
Accrual for mineral property interests		$	218,732	$	173,473
Accrual from joint venture contributions			-		96,437
Fair values of common shares issued for:			-		2,400,000
Acquisition of 35% in joint venture	6(a), 8(b)
Exercise of stock options			12,859		557,977
Fair value of:
Finders fee warrants	8(d)		7,141		-
Fair values from cancellation/expiration of:			152,629		171,601
Stock options	8(c)
Warrants	8(d)		138,479		73,729
Interest paid			-		-
Income taxes paid			-		-

Refer to the accompanying notes to the consolidated financial statements.