Azteca Gold Corp.
TSX VENTURE : AZG

Azteca Gold Corp.

March 20, 2007 11:52 ET

Azteca Gold Corp.: Private Placement Closes, New Mexican Acquisition

SPOKANE, WASHINGTON--(CCNMatthews - March 20, 2007) - Matthew Russell, President of Azteca Gold Corp. (TSX VENTURE:AZG) (the "Company") announces that the Company has received final regulatory approval and will issue, on a non-brokered private placement basis, 4,875,000 units at $0.36 per unit, each unit comprising a share and a half share purchase warrant, for a maximum offering of US$1,500,000, or $1,755,000 based on an exchange rate of 1.00 to 1.17. Each whole warrant has a 2 year term and a $0.50 exercise price. The proceeds will be used for general working capital and possible acquisitions.

The Company also wishes to announce that its wholly owned Mexican subsidiary has entered into an arms-length Memorandum of Understanding for the Lease Purchase of the Santa Matilda Mineral Concessions (the "Matilda Concessions") located on and surrounding the town of Santa Matilda, Chihuahua about 20 kilometers to the southwest of the regional mining town of Temoris, Chihuahua. The Company's flagship exploration project Guerra al Tirano is located nearby, 9 kilometers to the northwest of Temoris. The Matilda Concessions stretch approximately 7.5 kilometers north to south and cover approximately 2,677 hectares, and contain several historic workings.

This acquisition, which is subject to regulatory approval, title review and usual due diligence, would see the Company make the following option payments:

US$ 250,000 was paid at the signing of the Memorandum of Understanding

US$ 500,000 and 1,500,000 shares on the signing of the formal Option to Purchase Agreement

US$ 750,000 6 months from the signing of the Option to Purchase Agreement

US$ 1,000,000 1 year from the signing of the Option to Purchase Agreement

US$ 7,500,000 over the remaining 18 months of the Option to Purchase Agreement

In addition the Company will issue 3,500,000 shares upon successful completion of an exploration, development and exploitation agreement with the local ejido having jurisdiction over the Matilda Concessions. The Vendors will receive a production royalty ranging from US $10.00 to US $25.00 per ounce, depending on the then current price of gold.

The Company anticipates that a formal Option to Purchase Agreement would be entered into after successful title review, due diligence, and regulatory approval.

WARNING: the Company relies upon litigation protection for "forward looking" statements. The information in this release may contain forward-looking information under applicable securities laws. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary material include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this forward-looking information. The Company does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

Shares issued: 65,794,137

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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