Mr. Ran Narayanasamy of Max Power reports
HAMPTON SECURITIES LIMITED ANNOUNCES CLOSING OF $20.5 MILLION BROKERED LIFE OFFERING FOR MAX POWER MINING CORP
Hampton Securities Ltd. has successfully closed a best efforts private placement of 15,805,624 units at a price of $1.30 per unit of Max Power Mining Corp. (Canadian Securities Exchange: MAXX) for aggregate gross proceeds of $20,547,311 including partial exercise of the overallotment option, with Eric Sprott as the lead order.
Ran Narayanasamy, Max Power chief executive officer, 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. 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, 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 Hampton 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 Hampton Securities Ltd.
Hampton Securities is a full-service investment dealer based in Toronto. Hampton Securities is actively engaged in family office, wealth management, institutional services and capital markets activities where it provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad.
Hampton Securities is regulated by Canadian Investment Regulatory Organization and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario and Quebec. In addition, the company, through Hampton Securities, provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad and Hampton Securities' corporate finance group provides early stage, growing companies the capital, they need to create value for investors. Hampton Securities continues to develop its wealth management, advisory team and principal-agent programs which offers to the industry's most experienced wealth managers a unique and flexible operating platform that provides additional freedom, financial support, and tax effectiveness as they build and manage their professional practice.
Hampton Securities is a wholly owned subsidiary of Hampton Financial (TSX Venture Exchange: HFC).
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