Mr. Ran Narayanasamy reports

MAX POWER CLOSES $20.5 MILLION BROKERED OFFERING WITH ERIC SPROTT AS LEAD ORDER

Max Power Mining Corp. has successfully closing of its previously announced private placement of units of the company for total gross proceeds of approximately $20.5-million, with Eric Sprott as the lead order. The offering was led by Hampton Securities Ltd. as lead agent and sole bookrunner.

Ran Narayanasamy, chief executive officer of Max Power, commented: "This is the largest raise in Max Power history, occurring in the immediate aftermath of the Lawson discovery as Canada's first confirmed natural hydrogen subsurface system on the 475-kilometre-long Genesis trend in Saskatchewan. We thank Eric Sprott for his continued great support of a project that we believe has nation-building scope through repeatability and scalability across the country's largest permitted land package for natural hydrogen exploration and development."

Pursuant to the terms of the offering, a total of 15,805,624 units were sold at a price of $1.30 per unit for aggregate gross proceeds of $20,547,311.20. Each unit consists of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder to purchase one common share at an exercise price of $1.80 per share at any time up to 24 months from the closing of the offering.

The net proceeds of the offering will be used for: (1) a continuing program of analytical testing, resource modelling and resource estimation of the Lawson natural hydrogen discovery on the Genesis trend near Central Butte, Sask., followed by a confirmatory well to validate potential commerciality; (2) Further acquisition of 2-D and 3-D seismic data covering various targets throughout Max Power's Saskatchewan land package; (3) drilling of additional wells; and (4) general corporate purposes, including administrative and marketing.

In connection with the offering, the company paid a cash commission equal to 6 per cent of the gross proceeds of the offering to the agent and selling group members and issued 948,337 non-transferable broker warrants. Each broker warrant is exercisable to acquire one common share at the issue price until March 20, 2028.

Mr. Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 3,538,461 units for total consideration of $4,599,999.30.

Certain officers, directors and insiders of the company have acquired an aggregate of 3,620,010 units in connection with the offering. Their participation in the offering therefore constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the offering as the details of the offering and the participation therein by each related party of the company were not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons.

The units were offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The securities issued under the listed issuer financing exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

About Max Power Mining Corp.

Max Power is an innovative mineral and energy exploration company focused on the shift to decarbonization. The company's Lawson discovery near Central Butte, Sask., represents Canada's first-ever subsurface natural hydrogen system confirmed through deep drilling with data validated by three independent labs. Max Power has built dominant district-scale land positions across Saskatchewan with approximately 1.3 million acres (521,000 hectares) of permits, plus an additional 5.7 million acres under application, covering prime exploration ground prospective for large-volume accumulations of natural hydrogen. Max Power also holds a portfolio of properties in the United States and Canada focused on critical minerals. These properties are highlighted by a 2024 diamond drilling discovery at the Willcox Playa lithium project in southeastern Arizona, 100 per cent owned by Max Power's U.S. subsidiary. Max Power is committed to responsible exploration and development practices that prioritize environmental stewardship, meaningful community engagement and strong corporate governance.

We seek Safe Harbor.