Mr. Brett Matich reports

MAX CLOSES DEBT AND OPTION AGREEMENTS WITH BOLT METALS FOR ITS FLORALIA HIGH-PURITY IRON PROPERTY IN BRAZIL

Further to the announcement dated May 13, 2026, pursuant to the debt settlement dated May 12, 2026, with Bolt Metals Corp., in connection with exploration costs incurred by Max on its Floralia high-purity iron property (title No. 832.022/2018), Bolt has issued Max: (i) four million shares of Bolt; and (ii) two million prefinanced warrants of Bolt under certain terms.

In addition, Max Iron Brazil Ltd., an entity controlled by Max, pursuant to the definitive option agreement dated May 12, 2026, as amended, whereby Bolt has the right to acquire 100 per cent of the property by issuing to Max Iron an aggregate of 26.8 million Bolt shares under certain terms, the transactions contemplated by the option agreement are executed.

Floralia high-purity iron property highlights

The property is located 67 kilometres east of the capital city of Belo Horizonte, Minas Gerais, Brazil's largest iron ore and steel-producing state. Iron ore remains critical for global infrastructure and steel production. Key property highlights include:

• Strategic location and logistics: lies adjacent to established infrastructure, rail networks and major local markets (including Vale, ArcelorMittal and Avante), ensuring efficient logistics and market access;
• Strong exploration potential: the initial oxide exploration target is estimated at 50 million to 70 million tonnes grading 55 per cent to 61 per cent iron;
• Favourable metallurgy: low-cost crushing and dry magnetic processing;
• Significantly derisked: advanced by existing open-cut, historical drilling, airborne lidar/magnetic survey and metallurgical test work; the property does not require a tailings dam or water permits, allowing for fast-tracked permitting, and reduces capital expenditure and the overall environmental footprint.

Note: The company cautions investors that the potential quantity and grade of the Floralia exploration target is conceptual in nature and therefore is an approximation. There has been insufficient exploration to estimate a mineral resource and it is uncertain if further exploration will result in the estimation of a mineral resource. Hematite mineralization tonnage potential estimation is based on in situ high-grade outcrops and interpreted and modelled magnetic anomalies. Density value used for the estimate is 2.8 tonnes per cubic metre. Hematite sample grades range between 55 and 61 per cent iron. The 58 channel samples were collected for chemical analysis from in situ outcrops in previously mined slopes of industrial materials.

"We are excited to close the debt and option transactions with our new partners who have received gross proceeds of over $10-million through equity financings in the past 12 months accompanied with strong stakeholder support. This transaction underscores our active strategy of advancement of the company's Mora gold-silver and Sierra Azul copper-silver projects in Colombia," commented Max chief executive officer Brett Matich.

Max debt settlement

Pursuant to the debt settlement dated May 12, 2026, with Bolt in connection with exploration costs incurred by Max on its Floralia property, Bolt has issued Max: (i) four million shares of Bolt; and (ii) two million prefinanced warrants of Bolt. Each prefinanced warrant will be exercisable into one Bolt share at an exercise price of 0.1 cent per share for a period of 24 months from the date of issuance. The securities are subject to resale restriction for a period of 24-months from the date of issuance.

Provided that Max, together with its affiliates, owns at least 5.0 per cent of the issued and outstanding shares, Max will also be entitled to nominate one director to Bolt's board of directors and will have a participation right to maintain its percentage ownership interest in connection with certain future equity issuances by Bolt, in each case subject to the terms of the debt settlement and applicable securities law.

The aggregate number of shares issuable under the debt settlement must not exceed 19.9 per cent of the issued and outstanding shares of the company, unless the company has sought shareholder approval, in compliance with the policies of the Canadian Securities Exchange.

Option agreement, as amended

Upon exercise of the option, Bolt has the right to acquire a 100-per-cent interest in the Floralia property by issuing to Max Iron, an entity controlled by Max, an aggregate of 26.8 million common shares of Bolt over a 30-month period as follows: (a) 6.7 million shares within 12 months of the effective date; (b) 6.7 million shares on the 18-month anniversary; (c) 6.7 million shares on the 24-month anniversary; (d) 6.7 million shares on the 30-month anniversary.

Upon the completion of the total issuance of the Bolt shares, the Bolt shares must represent no less than 25 per cent of the issued and outstanding Bolt shares; if they represent less than 25 per cent, Bolt will issue additional Bolt shares such that Max Iron holds, in aggregate, 25 per cent of the shares of Bolt following the issuance.

Following exercise of the option, Max Iron is entitled to nominate one director to the board of directors of Bolt, subject to applicable corporate, securities law and CSE requirements.

Bolt may accelerate exercise of the option at any time prior to expiry of the 30-month option period. In certain circumstances, including a change of control of Bolt, an encumbrance of the property or a decision to mine, Bolt will satisfy all remaining option conditions within five business days.

Within 90 days of the effective date, Bolt shall obtain shareholder approval for the exercise of the option, including the creation of a shareholder that owns greater than 19.9 per cent of Bolt.

Quality assurance

Chemical analysis was performed at ALS Laboratories. Metal oxides are determined using XRF (X-ray fluorescence) analysis. Fusion disks are made with pulped samples and the addition of a borate-based flux. Analysis at ALS is for a 24-element suite. Iron oxide is determined using titration and LOI (loss on ignition) using loss determination by thermogravimetric analysis at 1,000 C. Max did not insert standards or blanks in the assay stream and is relying on ALS's lab quality assurance/quality control. The ALS lab inserts its own standards at set frequencies and monitors the precision of the XRF analysis. These results reported well within the specified two standard deviations of the mean grades for the main elements.

Qualified person

The technical content of this management discussion and analysis was reviewed and approved by R. Tim Henneberry, PGeo (British Columbia), an independent adviser to the company.

About Max Resource Corp.

Max Resource is a mineral exploration company listed on the TSX Venture Exchange (under the ticker MAX) focused on copper and precious metals assets in South America: the Mora gold-silver project and the fully financed Sierra Azul copper-silver project, both in Colombia, and exploration development of its Floralia high-purity iron project in Brazil fully financed by Bolt Metals.

The Sierra Azul copper-silver project (wholly owned) sits along the Colombian portion of the world's largest producing copper belt (Andean belt) adjacent to world-class infrastructure and the presence of global majors (Glencore and Chevron). Fully financed by global miner Freeport-McMoRan relating to rights to earn up to 80 per cent by financing $50-million of accumulated expenditures and backed by support of Freeport-McMoRan, the Max team views this as validation of the geological and mining potential of Sierra Azul. On April 28, 2026, as part of the 2026 exploration season, Max reported high-grade channel results over intervals from 16 to 59 metres significantly expanded the manto-style mineralized footprint to over eight square kilometres within the AM district

The Mora gold-silver project (right to purchase 100 per cent) lies along the most productive Middle Cauca gold belt, which encompasses numerous historic workings, five active mines and a series of exposed polymetallic structures spread over 2,500 metres by 1,000 metres. Mora's 8.2-kilometre border is surrounded by Collective Mining's Guayabales gold project and Aris Mining's Marmato mining operations (proved and probable reserve: 31.3 million tonnes at 3.2 grams per tonne gold, measured and indicated resource: 61.5 million tonnes at 3.0 grams per tonne gold for 9.2 million ounces). On Feb. 26, 2026, Max reported completion of a lidar survey, progress of the PTO and channel sampling along the entire tunnels of the El Oso and the El Cielo underground mine, all within the NAN zone. Work continues to outline the continuity of the 5,000-metre Marmato-type mineralized corridor.

Max cautions investors that the gold mineralization at the Marmato gold deposit may not necessarily be indicative of similar mineralization at the Mora property. Max further advises the qualified person has been unable to verify the information on Marmato and that the information is not necessarily indicative to the mineralization on the Mora property.

We seek Safe Harbor.