Mr. Santiago Suarez-Florez reports

MAXIMUS METALS INC. ENTERS INTO SHARE EXCHANGE AGREEMENT TO ACQUIRE MAXIMUS DEAL CORP

Maximus Metals Inc. and Maximus Deal Corp. (MDC) have entered into a share exchange agreement dated Sept. 3, 2026, pursuant to which Maximus Metals will, upon the satisfaction of certain conditions precedent described below, acquire all of the issued and outstanding common shares of MDC from the shareholders of MDC by way of share exchange.

In connection with the proposed transaction, the company will purchase all of the issued and outstanding MDC shares from the shareholders of MDC, which will be satisfied in full by the issuance of one common share of Maximus Metals for each one MDC share. The proposed transaction is expected to constitute a fundamental change within the meaning of the policies of the Canadian Securities Exchange. Upon completion of the proposed transaction, MDC will become a wholly owned subsidiary of Maximus Metals and the company will continue as the listed issuer on the exchange.

Transaction rationale

The parties believe the proposed transaction represents a compelling strategic opportunity for both companies and their respective shareholders. Through the acquisition of MDC and its portfolio of resource assets, including the Climax Star tungsten property, located near Elko, Nev., and an option to acquire the Marcofan investigation permit in Galicia, Spain, Maximus Metals will diversify its portfolio of resource assets and, in addition to its existing gold and silver interests, gain exposure to tungsten -- a critical mineral of increasing strategic importance to industrial, technology and defence supply chains. The company believes that adding tungsten opportunities in stable North American and European jurisdictions complements its existing Gaspard gold-silver property in British Columbia and positions Maximus Metals to advance a broader base of exploration and development assets. The parties further believe that the combined company will benefit from a stronger asset base, enhanced access to capital, and an experienced board and management team, and that the proposed transaction, together with the concurrent offering (as defined below), will provide the financial resources necessary to advance the combined company's projects for the benefit of all shareholders.

Conditions to closing

Closing of the proposed transaction and the other transactions contemplated by the agreement are subject to the satisfaction of a number of conditions precedent, including, among others: (i) conditional approval of the exchange in respect of the proposed transaction and the listing of the Maximus shares issuable in connection therewith; (ii) completion of the concurrent offering for minimum aggregate gross proceeds (as described below); (iii) completion of the Climax Star property acquisition (as described below); (iv) receipt of the approval of the shareholders of Maximus Metals; (v) certain changes to the company's board of directors and management (as described below); (vi) no material adverse change having occurred in respect of either Maximus Metals or MDC; (vii) the distribution of Maximus shares pursuant to the proposed transaction being exempt from prospectus requirements under applicable securities laws; and (viii) other customary closing conditions for a transaction of this nature.

Concurrent offering

Prior to completion of the proposed transaction, it is anticipated that the parties will complete a brokered private placement offering of subscription receipts at a price of 35 cents per subscription receipt for minimum aggregate gross proceeds of not less than $2-million. Upon satisfaction of the applicable escrow release conditions, the subscription receipts issued pursuant to the concurrent offering will automatically convert into Maximus shares. Subscribers in the concurrent offering may have to enter into a joinder agreement to the agreement. The net proceeds of the concurrent offering will be used to finance the costs and expenses of the proposed transaction and the concurrent offering, for exploration and development activities on the company's mineral properties, and for general working capital purposes. The securities issued pursuant to the concurrent offering may be subject to a statutory hold period of four months and one day from the date of issuance.

Climax Star property acquisition

Prior to or concurrent with completion of the proposed transaction, it is anticipated that MDC will complete the acquisition of the Climax Star tungsten property, located near Elko, Nev., pursuant to an amended and restated asset purchase agreement (the Climax Star Property. In connection with the Climax Star property acquisition, MDC is required to, among other things, pay an aggregate of $400,000 (U.S.) in cash upon completion of the proposed transaction, issue one million MDC shares, and grant a 0.65-per-cent and a 0.60-per-cent net smelter return (NSR) royalty, respectively, to the vendors of the Climax Star property. In addition, MDC is required to complete a technical report in respect of the Climax Star property pursuant to National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, which will be filed with the exchange for acceptance and filed on SEDAR+ upon completion of the proposed transaction.

Marcofan permit option

MDC holds an option, pursuant to an irrevocable purchase option agreement, as assigned to MDC, to acquire all of the shares of Trisquel Metals S.L., the holder of the Marcofan investigation permit (permiso de investigacion) for tungsten and others, designated Marcofan-Magros No. 5197, located in Galicia, Spain. Upon exercise of the option, the purchase price of 3.8 million euros for the shares of Trisquel comprises 3.5 million euros payable in Maximus shares and 300,000 euros payable in cash, subject to the terms and conditions of the Marcofan option agreement. In addition, MDC will be required to invest a minimum of one million euros in exploration activities within three years of the definitive grant of the Marcofan permit. Exercise of the option is also subject to obtaining authorization from the Spanish Council of Ministers (or the competent body) in respect of foreign direct investment and authorization from the competent mining authority in respect of the indirect change of control over the Marcofan permit.

Maximus Metals' shareholder approval

Maximus Metals is required to obtain shareholder approval for the proposed transaction and such other matters as may be required by applicable laws or exchange policies. The company expects to seek shareholder approval by way of a written consent resolution signed by shareholders of Maximus Metals holding more than 50 per cent of the voting shares as permitted pursuant to Section 4.6(1)(b) of Policy 4 of the exchange.

The company intends to prepare a listing statement describing the proposed transaction, a copy of which will be available under the company's SEDAR+ profile.

Multilateral Instrument 61-101

The proposed transaction is expected to constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as certain insiders of the company, including Santiago Suarez-Florez (chief executive officer) and Gianluca Iacono (director and president), are also shareholders of MDC and will receive Maximus shares in exchange for their MDC shares pursuant to the proposed transaction. The company expects to rely on the exemption from the formal valuation and minority approval requirements of MI 61-101 set out in Section 5.1(k) of MI 61-101 on the basis that all shareholders of MDC are expected to receive identical consideration on a per-share basis under the proposed transaction and the transaction is not expected to have any interested party within the meaning of paragraph (d) of the definition of interested party in MI 61-101. The compensation to be paid to Mr. Suarez-Florez and Mr. Iacono in connection with their continued service as officers and directors of the company following closing of the proposed transaction is not expected to constitute a collateral benefit for purposes of MI 61-101, as such compensation is expected to be received solely in connection with their services to the company and is expected to satisfy the conditions set out in paragraph (c) of the definition of collateral benefit in MI 61-101.

Board and management changes

Subject to applicable laws and exchange policies, the parties have agreed that Nader Vatanchi and Cole Goodwin will resign as directors of Maximus Metals, effective no later than closing of the proposed transaction. All other current directors and officers of Maximus Metals, being Harry Nijjar and Mr. Iacono as directors, and Mr. Suarez-Florez as chief executive officer, Mr. Iacono as president, and Harry Nijjar as chief financial officer and corporate secretary, are expected to continue in their respective positions following closing of the proposed transaction. In addition, the company expects that Marianella Bernal and Carlos Nunez de Leon will be appointed as directors of the company, subject to approval of the exchange.

Marianella Bernal

Ms. Bernal Parada has over 19 years of leadership experience in corporate finance, investor relations, business development and strategic planning across the public and private sectors. She currently serves as chief financial officer of Qvartz Oil & Gas Corp. and Saint-Aubin International S.A.S. Prior to her current roles, Ms. Bernal held senior executive positions with NG Energy Ltd., including country manager and corporate vice-president, finance, and chief financial officer, where she led corporate finance, financing, investor relations and capital allocation initiatives supporting exploration and development projects. Earlier in her career, she held senior advisory and leadership roles within the Colombian national government, including positions with the Ministry of Information & Communication Technologies, the Ministry of Justice, and Cormagdalena. Ms. Bernal holds a bachelor's degree in business administration from Universidad de los Andes, and a master's degree in finance and a specialization in corporate financial management from Instituto Europeo de Posgrado, and is fluent in Spanish, English, French and Italian.

Carlos Nunez de Leon

Mr. Nunez de Leon is a lawyer and executive with more than 15 years of leadership experience in the energy, natural gas and infrastructure sectors. He currently serves as president of Qvartz Oil & Gas Corp., and has extensive experience in project structuring, financing, execution, environmental licensing and regulatory affairs. Previously, he served as chief corporate affairs officer and legal counsel for Colombia at NG Energy International Corp. Mr. Nunez de Leon is president and co-founder of the Colombian College of Administrative Lawyers and serves as an associate judge (Conjuez) of Colombia's National Judicial Disciplinary Commission. He holds a law degree and a master's degree in administrative law from Universidad del Rosario, and a specialization in criminal law from the University of Salamanca, and is currently pursuing a PhD in Ibero-American administrative law at the University of A Coruna. He is also an author, university professor and frequent speaker on legal, regulatory, energy and infrastructure matters.

Summary of posttransaction share capital

The attached table sets out the expected share capital of the company on a non-diluted basis after giving effect to the proposed transaction (assuming minimum concurrent offering proceeds of $2-million and excluding any securities issuable upon exercise of outstanding warrants).

There can be no assurance that the proposed transaction will be completed as proposed or at all.

About Maximus Metals Inc.

Maximus Metals is a mineral exploration company engaged in the acquisition, exploration and evaluation of resource properties. The company holds an option to earn a 100-per-cent interest, subject to a 2-per-cent net smelter return royalty, in the Gaspard gold-silver property, located in central British Columbia. The option was entered into on July 25, 2025, with Rattler Exploration Ltd., Northex Capital Partners Inc. and Jasper Mowatt. The company has the right to purchase one-half (a 1-per-cent royalty) of the net smelter return royalty from the optionors at any time within five years after the option has been exercised for a cash payment of $1-million.

About Maximus Deal Corp.

MDC is a private company incorporated under the laws of the Province of Ontario. MDC was incorporated as Intelithium Corp. on Feb. 1, 2022, and changed its name to Maximus Deal on June 5, 2026. MDC's head office and registered and records office are located at 365 Bay St., Suite 800, Toronto, Ont., M5H 2V1. MDC carries on the business of acquiring, exploring and developing mineral properties. MDC's assets consist of the Climax Star property (to be acquired pursuant to the Climax Star property acquisition) and an option to acquire the Marcofan permit in Spain. As of the date hereof, MDC has 35,841,034 MDC shares issued and outstanding.

We seek Safe Harbor.