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MAX.V ·

Max Resource Announces Proposed Private Placement in Australian Subsidiary

Financings

Max Resource Announces Proposed Private Placement in

Australian Subsidiary

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR

INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

Vancouver B.C., December 12, 2024 – MAX RESOURCE CORP. (“ Max” or the

“Company”) (TSX.V: MAX; OTC: MXROF; Frankfurt: M1D2) is pleased to announce that

Max Iron Brazil Ltd. (“Max Brazil”), currently a wholly-owned subsidiary of the Company,

intends to complete a non-brokered privat e placement of up to 30,000,000 ordinary

shares in the capita l of Max Brazil (the “Ordinary Shares”) at a price of AUD$0.10 per

Ordinary Share for aggregate gross proceeds of up to AUD$3,000,000 (the “Offering”).

The net proceeds of the Offering will be used for the advancement of the Florália DSO

Hematite Project located 70-km east of Belo Horizonte, Minas Gerais, Brazil, and for

general working capital purposes . Finder’s fees may be payable in connection with the

completion of the Offering in accordance with TSXV policies.

Closing of each of the Offering is subject to a number of condi tions, including receipt of

all necessary corporate and regulatory approvals, including that of the TSXV.

The securities offered have not been registered under the U.S. Securities Act of 1933, as

amended, and may not be offered or sold in the United States absent registration or an

applicable exemption from the registration requirements. This press release shall not

constitute an offer to sell or th e solicitation of an offer to buy nor shall there be any sale

of the securities in any State in which such an offer, solicitation or sale would be unlawful.

About Max Resource Corp.

The Company’s wholly owned Sierra Azul 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 an d Chevron). Max has an Earn-In Agreement

(“EIA”) with Freeport-McMoRan Exploration Co rporation (“Freeport”), a wholly owned

affiliate of Freeport-McMoRan Inc. (“NYSE: FC X”) relating to the Sierra Azul Project.

Under the terms of the EIA, Freeport has been granted a two-stage option to acquire up

to an 80% ownership interest in the Sie rra Azul Project by funding cumulative

expenditures of C$50 million and making cash payments to Max of C$1.55 million. Max

is the operator of the initial stage. The USD $4.2 million 2024 exploration program for the

Sierra Azul Project is funded by Freeport.

The Company’s wholly owned Florália Hematite Iron Ore Project is located 70-km SE of

Belo Horizonte, Minas Gerais, Brazil’s largest iron ore producing St ate. Max’s technical

team has significantly expanded the Florália hematite geological target from 8 to 12mt at

58% Fe to 50 - 70mt at 55% - 61% Fe, with an additional itabirite geological target of 130

- 170mt at 51% - 55% Fe.

The Company has added an Austra lian entity, Max Brazil, to hold the “Florália Brazilian

Assets” through the existing Canadian and Brazilian holding entities. The Company plans

to seek listing on the ASX Limited ("ASX" or "Australian Stock Exchange"), prior to a pre-

listing financing directly into Max Brazil to fund the proposed transaction and to advance

drilling at the Florália project.

Max cautions investors the potential quantity and grade of the iron ore is conceptual in nature, and further cautions there has been

insufficient exploration to define a mineral resource, and Max is uncertain if further exploration will result in the target being delineated

as 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 2.8t/m³. Hematite sample grades range between 55-61%Fe. Itabirite mineralization

tonnage potential estimation is based on in situ itabirite outcrop interpreted and modelled magnetic anomalies. Density value used for

the estimate is 2.5t/m3. Itabirite sample grades range between 51-55%Fe. The 58 channel samples were collected for chemical

analysis from in situ outcrops in previously mined slopes of industrial materials. Channel samples weighed in average 14 kg. Chemical

analysis was performed at ALS Laboratories. Metal Oxides are determined using XRF analysis. Fu sion disks are made with pulped

samples and the addition of a borate-based flux. Max did not insert standards or blanks in the a ssay stream and is relying on A LS's

lab QA/QC.

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]

Brett Matich T: (604) 484 1230

Neither TSX Venture Exchange nor its Regulati on 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.

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new release,

other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking

statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identifi ed by

the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that

events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expresse d in

such forward-looking statements are based on reasonable assumptions , such statements are not guarantees of future performance

and actual results may differ materially from those in the forward-looking statements. Forward looking statements in this news release

include the closing of the Offering and the anticipated use of proceeds of the Offering. Factors that could cause the actual re sults to

differ materially from those in forward-looking statements in clude market prices, continued ava ilability of capital and financi ng, and

general economic, market or busine ss conditions. Investors are cautioned that any su ch statements are not guarantees of future

performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-

looking statements are based on the beliefs , estimates and opinions of the Company’s management on the date the statements are

made. Except as required by applicable se curities laws, the Company undertakes no ob ligation to update these forward-looking

statements in the event that management's beliefs, estimates or opinions, or other factors, should change.