September 29, 2008
Azteca Gold Corp.: Announces private placement closing

Legal Advisory and Conditions of Use

This document ("Agreement") sets out the terms and conditions governing access to and use of Azteca Gold Corp.'s ("Azteca") website ("Website"), including all information, data, software, computer code, content and web pages contained in it ("Content").

Users are therefore required to read this Agreement carefully and, if Users do not accept the terms and conditions set out in this Agreement, Users should not use this Website and should leave it immediately.

The following are the terms and conditions of a legal agreement between users of the Website ("Users") and Azteca.  By viewing, accessing, downloading, experiencing or otherwise using this Website or any of the Content, Users represent, knowing that Azteca is relying on such representation, that Users have read and understood the terms and conditions of this Agreement and Users confirm, in consideration of Azteca granting Users access to this Website, that Users have accepted and agreed to such terms and conditions.

Copyright

All material on this Website is protected by copyright.

This Agreement grants Users a limited license to view, access, download, experience and use the Website and the Content but conveys no ownership or proprietary interest of any kind therein.  Azteca grants to Users a license to download one copy of materials published by Azteca on this Website on any single computer for the User's personal, non-commercial use only, provided Users do not remove or alter any copyright or other proprietary notices.  Except as may be expressly authorized by Azteca, any reproduction, modification or distribution of the Website materials or Content is strictly prohibited.  Except as otherwise noted, the logos, icons, graphics, designs, names, trade names, trademarks or service marks displayed on this website belong to Azteca or other third parties and may not be used without Azteca's written permission.

Forward Looking Statements

Certain statements in this Website, including management's assessment of Azteca's properties, future plans and operations, may constitute forward looking statements within the meaning of applicable securities laws.  These forward‑looking statements can generally be identified by words such as 'believes', 'anticipates', 'expects', 'plans', 'estimates' or words of a similar nature.
The forward‑looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Azteca to be materially different from any future results, performance or achievements expressed or implied by such forward‑looking statements.  Such factors include, among others: the price of gold and silver, the ability of Azteca to obtain surface access to its properties, the terms and conditions of any drilling or exploration licenses or permits that may be required, the risk that one or more of its properties may not contain commercial grades of mineralization, the requirement of future capital for exploration programs and the fact that such capital may not be readily available, or available on terms acceptable to Azteca, the general economic conditions in Canada, Mexico and the United States, the availability of personnel and services to carry out exploration programs, liabilities and risks, including environmental liabilities and risks, inherent in mining operations, liabilities and risks associated with prior operations; sourcing, pricing and availability of raw materials, component parts, equipment, suppliers, facilities, and skilled personnel; fluctuations in weather and temperature affecting the activities that can be completed; changes in legislation and the regulatory environment, including uncertainties with respect to environmental legislation and regulations; currency exchange rate risk; and other circumstances affecting revenues and expenses.  The impact of any one factor on a particular forward‑looking statement is not determinable with certainty as such factors are dependent upon other factors, and management's course of action would depend upon its assessment of the future considering all information then available.

These statements speak only as of the date of such information as the case may be, and may be superseded by subsequent events.  Readers are cautioned that the foregoing list of factors is not exhaustive.  Although Azteca believes that the expectations conveyed by the forward‑looking statements are reasonable based on information available to it on the date such forward‑looking statements are made, no assurances can be given as to future results, levels of activity and achievements.  All forward‑looking statements, whether written or oral, attributable to Azteca or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.  Azteca assumes no obligation to update forward‑looking statements should circumstances or management's estimates or opinions change.

Accuracy of Information

While any information and material contained in the Content are reasonably believed by Azteca to be accurate and complete in all material respects at the time of posting, and although Azteca makes reasonable efforts to ensure that all such information and material remain current, accurate and complete, Azteca accepts no liability, responsibility or obligation whatsoever to post, update, amend, review or remove such information, material or the Content or any portion thereof except as may be required by applicable law.  Users acknowledge that such facts, information and material may change quickly and without notice and that such changes will take time to be posted on the Website, if they are posted at all.  Azteca may, at its sole discretion, post, delete and amend Content without notice.

Submission of Information

Although Azteca will make reasonable efforts to maintain any information provided by Users or other parties in confidence, such parties agree that any information provided or sent to Azteca through this Website will not be considered to be private, confidential or proprietary and will not be accepted as such by Azteca.  By submitting information to Azteca through this Website, you agree that such information is provided by your full consent and is not private, confidential or proprietary and that Azteca will be free to use such information as it sees fit or as may be required by law.  You assign any copyrights in or to the contents of any information you send to Azteca and you waive any and all moral rights thereto.  Azteca shall be at liberty to freely use, without payment of any compensation, any improvement, suggestion, invention or innovation you may send to Azteca.

Investment Decisions

Material contained in or accessible through this Website is for information purposes only and is not intended to and does not constitute a solicitation offering of securities in any jurisdiction, nor should it be used for the purpose of making investment decisions with respect to Azteca's securities.  Azteca does not assume any duty of disclosure beyond that which is required by applicable law.

Users should not rely on any opinion or other information set out in the Website or any website accessible through this Website when making business, financial, personal or other decisions.  Azteca and its service providers do not endorse the opinions of any third party expressed on the Website or any website accessed through the Website.

This Website does not constitute and should not be construed as an offer to sell or a solicitation of an offer to buy securities in any jurisdiction.

Azteca is subject to the securities laws of various jurisdictions.  Information disclosed or provided by Azteca pursuant to the securities laws of those jurisdictions is not intended to be in any way qualified, amended, modified or supplement the information otherwise available in, through, or on this Website.  Azteca's filed disclosure documents can be viewed at www.sedar.com

Software Available on the Website

Software that is made available to download from the Website is the copyrighted work of Azteca or third party vendors.  Your use of the software is governed by the terms of the end user license agreement that accompanies or is available with the software.  You may not install or use the software unless you first agree to the terms and conditions of the license agreement.

Exclusion of Liability

In no event will Azteca, or its officers, agents, shareholders, servants, or employees be liable to any User for damages whatsoever, and howsoever caused, including without limitation, direct or indirect, special, incidental, moral or consequential damages, loss of profits, loss of opportunities or information, economic loss, or for any loss or expenses arising in connection with this Website or the Content, with any software algorithms available thereon nor with any hyperlinked web site or for use thereof or inability to use by interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Azteca is advised of the possibility of such damages, losses or expenses.  Software algorithms made available and hyperlinks to other internet resources are used at your own risk.  The content, accuracy, opinions expressed, and other links provided by these software algorithms and resources are not investigated, monitored, or endorsed by Azteca.

Links to Third Party Websites

Azteca does not control any third party website and is therefore not responsible for the content of any linked website, the functioning or availability of any such website, or any link contained in a linked website.  Azteca provides such links only as a convenience and the inclusion of any link does not imply, confirm or signify any endorsement, investigation or verification by Azteca of the linked website or information contained therein and Azteca makes no warranty.

Governing Law

This Agreement shall be construed and governed by the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, and shall be deemed to be a contract made in Alberta.  Users agree that any dispute arising under this Agreement, or out of the Website, or out of the Contract shall be litigated only in the courts of the Province of Alberta and Users attorney to the exclusive jurisdiction of the courts of Alberta.

Amendment and Updating

Azteca may amend these terms and conditions from time to time without notice and at its sole discretion.  By using this Website, Users confirm and agree that they are bound by the most current terms and conditions of this Website and agree to periodically review this Agreement to determine the most current terms and conditions and, if the same are not acceptable, Users agree to immediately cease using this Website.