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Salazar Resources Announces Initial Closing of $3 Million Private Placement

Vancouver, British Columbia--(Newsfile Corp. - November 28, 2022) - SALAZAR RESOURCES LIMITED (TSXV: SRL) (OTCQX: SRLZF) (FSE: CCG) ("Salazar" or the "Company") is pleased to announce the initial closing of the non-brokered private placement financing (the "Private Placement") announced on October 24, 2022. To date the Company has raised gross proceeds of $1,980,187 by issuing a total of 19,801,872 common shares (the "Shares") at a price of $0.10 per Share. The Shares issued are subject to a four month hold period from the date of closing. A finder's fee of $3,000 cash and 1,000,000 common shares were paid on a portion of the Private Placement and net proceeds will be used for working capital and exploration.

The Private Placement remains subject to all necessary regulatory approvals, including the final acceptance of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

Related Party Transaction and Early Warning Disclosure

The Company also announces that certain insiders of the Company, namely Mr. Fredy Salazar, President, CEO and Director; Mr. Merlin Marr-Johnson, Corporate Secretary and Director and Mr. Nick DeMare, Director, have acquired Shares in the Company by way of their participation in the Private Placement. Messrs. Salazar, Marr-Johnson and DeMare's participation in the Private Placement constitute a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation in the Private Placement in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the transaction does not exceed 25% of the Company's market capitalization. The Company intends to file a material change report in respect of the related party transaction on SEDAR.

In addition, Mr. Salazar reports that prior to his subscription of 2,912,623 Shares pursuant to the Private Placement, he owned or controlled 26,600,906 Shares, representing approximately 17.42% of the then issued and outstanding Shares of the Company, 1,470,000 stock options (the "Options") and 180,000 restricted share units (the "RSUs") which, assuming they were exercised or redeemed, would have increased his ownership to approximately 18.22% on a partially diluted basis.

Post initial closing of the Private Placement, Mr. Salazar owns and controls 29,513,529 Shares, representing approximately 17.01% of the issued and outstanding Shares, 1,470,000 Options, and 180,000 RSUs, which, if exercised or redeemed, would increase his ownership to approximately 17.79% on a partially diluted basis.

For further information or to obtain a copy of the early warning report to be filed on SEDAR, pursuant to National Instrument 62-103, please contact Mr. Salazar by telephone at 604 685-9316. The Company's head office is located at 1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7. The address of Mr. Salazar is c/o 1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7.

About Salazar Resources

Salazar Resources is focused on creating value and positive change through discovery, exploration and development in Ecuador. The team has an unrivalled understanding of the geology in-country and has played an integral role in the discovery of many of the major projects in Ecuador, including the two newest operating gold and copper mines.

Salazar Resources has a wholly-owned pipeline of copper-gold exploration projects across Ecuador with a strategy to make another commercial discovery and farm-out non-core assets. The Company actively engages with Ecuadorian communities and together with the Salazar family it co-founded The Salazar Foundation, an independent non-profit organisation dedicated to sustainable progress through economic development.

For further information about Salazar Resources, please contact Merlin Marr-Johnson, Executive Vice President and Corporate Secretary, at merlin@salazarresources.com or ir@salazarresources.com or at +1 604 685 9316.

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

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/145802