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MAX.V ·

Max Resource Receives Exchange Approval for Cesar Earn-In Transaction

Mergers & Acquisitions Property Options & Staking

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Max Resource Receives Exchange Approval for Cesar Earn-In

Transaction

Vancouver B.C., May 30, 2024 – MAX RESOURCE CORP. (“Max” or the “Company”) (TSX.V: MAX; OTC: MXROF;

Frankfurt: M1D2) is pleased to report the receipt of TSX Venture Exchange acceptance for its previously

announced earn-in transaction with Freeport -McMoRan Exploration Corporation (“Freeport”), a wholly

owned-affiliate of Freeport-McMoRan Inc. relating to its Cesar Project in Colombia . The earn -in agreement

with Freeport is effective as at May 29, 2024 (the “EIA”).

“Max is pleased to announce exchange acceptance for our earn in transaction with Freeport. We look forward

to executing the newly upgraded 2024 Cesar exploration program with Freeport.” commented MAX CEO, Brett

Matich.

Earn-in Terms

Under the terms of the EIA, Freeport has been granted a two-stage option to acquire up to an 80% ownership

interest in the Cesar Project (“Cesar”) by funding cumulative expenditures of C$50 million and making cash

payments to Max of C$1.55 million.

To earn an initial 51% interest, Freeport is required to fund C$20 million of exploration expenditures at Cesar

over five years and make staged cash payments to Max totalling C$0.8 million. Max will remain the operator

of Cesar during this initial stage. Once Freeport earns its initial 51% interest, Freeport can increase its interest

to 80% by funding a further C$30 million in exploration expenditures at Cesar over five years and making staged

cash payments totalling C$0.75 million. Following the acquisition of an interest in the Cesar Project by

Freeport, either party may have its interest in the Cesar Project converted to a 1% dilution royalty (subject to

a cap on payments of $50,000,000) , on customary terms, to the extent their participating interest is diluted

below 10%.

In connection with the signing of the EIA, Max also terminated its previously announced Cooperation

Agreement with Endeavor Silver. Endeavor will maintain its previously granted 0.5% net smelter return royalty

and will be entitled to a 0.5% net smelter returns royalty on any new concessions acquired in the Area of

Interest (as defined in the Cooperation Agreement) for a period of two-years from the date of the EIA.

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 northern portion of the

Andean Belt, the world’s largest producing copper belt.

Max is proactive, with the corporate goal of transitioning the Cesar basin towards the mining of copper and

silver, the key metal for Colombia’s transition to clean energy. 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.

The Company also continues to investigate opportunities in the minerals sector.

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

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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 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

release 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 is 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 s ecurities regulators,

which filings are available at www.sedarplus.ca