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MAX.V ·

Max Resource Adopts Omnibus Equity Incentive Compensation Plan

Share Capital & Compensation

Max Resource Adopts Omnibus Equity Incentive

Compensation Plan

Vancouver B.C., September 13, 2022 – MAX RESOURCE CORP. (“Max” or the “Company”) (TSX.V: MAX; OTC: MXROF;

Frankfurt: M1D2 is pleased to announce that the Board of Directors have approved the adoption of an Omnibus Equity

Incentive Compensation Plan (“Omnibus Plan”) whereby the Company may issue up to 4,000,000 Performance Share Units

(“PSUs”) to eligible directors and officers of the Company and up to 10% of its issued share capital, less any PSUs

outstanding, in stock options to eligible directors, officers, consultants and employees of the Company. The Omnibus Plan

will replace the Company’ s existing Stock Option Plan which was approved by shareholders at the Company’s annual

general meeting held October 25 , 2021. The Omnibus Plan was adopted by the Company to provide incentives to its

executives to better align interests with shareholders.

At the next annual general and special meeting of shareholders on October 11, 2022, the Company will ask shareholders

to ratify and confirm the adoption of the Omnibus Plan.

About Max Resource Corp.

Max Resource Corp. (TSXV: MAX) is a mineral exploration company advancing the newly discovered district -scale Cesar

copper-silver project. The wholly owned Cesar project sits along the Colombian portion of the world’s largest producing

copper belt (Andean belt), with world class infrastructure and the presence of global majors (Glencore and Chevron).

In addition, Max controls the RT Gold project (100% earn-in) in Peru, encompassing a bulk tonnage primary gold porphyry

zone, and 3-km to the NW, a gold bearing massive sulphide zone. Historic drilling in 2001, returned values ranging 3.1 to

118.1 g/t gold over core lengths ranging from 2.2 to 36.0-metres.

The safety of our people and the communities where we operate is most important. We conduct exploration in a manner

which supports protection of ecosystems through responsible environmental stewardship.

Source: NI 43:101 Geological Report Rio Tabaconas Gold Project for Golden Alliance Resources Corp. by George Sivertz, Oct.3, 2011

For more information visit: https://www.maxresource.com/

For additional information contact:

Tim McNulty

E: [email protected]

T: (604) 290-8100

Rahim Lakha

E. [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts

responsibility for the adequacy or accuracy of this release

Except for statements of historic fact, this news release contains certain "forward -looking information" within the meaning of applicable securities

law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate"

and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions

and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual

events or results to differ materially from those anticipated in the forward -looking statements including, but not limited to delays or uncertainties

with regulatory approvals, including that of the TSXV. There are uncertainties inherent in forward- looking information, including factors beyond the

Company’s control. There are no assurances that the commercialization plans for Max Resources Corp. described in this news re lease will come into

effect on the terms or time frame described herein. The Company undertakes no obligation to update forward- looking information if circumstances

or management's estimates or opinions should change except as required by law. The reader i s cautioned not to place undue reliance on forward-

looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings

with Canadian securities regulators, which filings are available at www.sedar.com