Eric Sprott Leads $25M Investment in Max Power's (CSE: MAXX; OTC: MAXXF) Natural Hydrogen Breakthrough

MAX Power Mining Corp. announced that it has arranged a strategic non-brokered private placement (the "Private Placement") with Mr. Eric Sprott for gross proceeds to the Company of $25 million. This Private Placement is for 12,500,000 units ("Units") of the Company at a price of $2.00 per Unit through 2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott.

Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle Mr. Sprott to purchase one Common Share (each, a "Warrant Share") at a price of $2.75 per Warrant Share for a period of 24 months following the closing date of the Private Placement. All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

Mr. Ran Narayanasamy, MAX Power CEO, stated: "We are honoured to have Mr. Sprott's continued support as MAX Power advances Canada's first subsurface Natural Hydrogen system in Saskatchewan, with the Lawson discovery now in the commercial evaluation phase leading to near-term follow-up drilling. Eric's $25 million investment in MAX Power accelerates and further de-risks our goal of becoming the first company in the world to make a large-scale commercial discovery of Natural Hydrogen, an emerging new primary energy source."

Mr. Narayanasamy concluded, "Given the potential scale of Lawson, and the broader Genesis Trend, Grasslands and other projects in Saskatchewan, this financing positions us to build significant additional shareholder value at a time when global attention is rapidly shifting toward Natural Hydrogen as a potential new category of scalable clean energy."

The Company intends to use the net proceeds of the Private Placement for: 1) Follow-up drilling at the Lawson Complex; 2) Modelling and estimation of the resource potential and near-term commercial development prospects at Lawson; 3) Further acquisition of 2D and 3D seismic data over prospective areas across MAX Power's Saskatchewan land package; 4) Drilling of additional targets in Saskatchewan, including near-term well completion at Bracken; 5) Acquisition of additional permitted ground; 6) Continued development of the Company's proprietary AI-empowered Large Earth Model Integration (MAXX LEMI) Platform with potential global application for efficient targeting of Natural Hydrogen deposits; 7) General corporate purposes, including administrative and marketing expenses.

The Private Placement remains subject to approval of the Canadian Securities Exchange and other applicable regulatory approvals and is expected to close on or around May 28, 2026. No finder's fees or commissions will be payable in connection with the Private Placement. Additionally, Mr. Sprott and the Company intend to enter into a supplementary agreement pursuant to which Mr. Sprott will agree not to exercise any Warrants if it would result in holding (directly or indirectly) over 19.9% of the issued and outstanding Common Shares of MAX Power (after giving effect to such exercise), unless requisite shareholder, stock exchange and regulatory approvals have been obtained.

Mr. Sprott currently holds more than 10% of the issued and outstanding Common Shares. As a result, his participation in the Private Placement will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Units to be issued to Mr. Sprott, and the consideration to be paid by him, will not exceed 25% of the Company's market capitalization.

This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES

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