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MAX.V ·

Max Resource Announces Closing of Second Tranche of Financing in Australian Subsidiary

Financings

LEGAL_45785431.1

Max Resource Announces Closing of Second Tranche of

Financing 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., January 20, 2025, – MAX RESOURCE CORP. (“Max ” or the

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

further to its news releases on December 12, 2024, January 2, 2025, and January 7 ,

2025, Max Iron Brazil Ltd. (“ Max Brazil ”), formerly a wholly -owned subsidiary of the

Company, has closed the second tranche of its non-brokered private placement for a new

aggregate amount of 25,000,000 ordinary shares in the capital of Max Brazil (the

“Ordinary Shares ”) at a price of AUD $0.10 per Ordinary Share for aggregate gross

proceeds AUD $2,500,000. Following the completion of the second tranche Offering, the

Company owns approximately 78% of the issued and outstanding Ordinary Shares.

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

Hematite Iron Ore Project (“Florália DSO Project”) located 67-km east of Belo Horizonte,

Minas Gerais, Brazil, and for general working capital purposes and expenses. There were

no finder’s fees paid in connection with the completion of the Offering.

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 the 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 and Chevron). Max has an Earn- In Agreement

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

affiliate of Freeport -McMoRan Inc. (“NYSE: FCX”) 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 Sierra 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 Florália DSO Project is located 67-km east of Belo Horizonte, Minas

Gerais, Brazil’s largest iron ore and steel producing State. Max’s technical team has

significantly expanded the Florália hematite geological target from 8 -12mt at 58% Fe to

50-70mt at 55%-61% Fe.

LEGAL_45785431.1

Max Brazil has now commenced inaugural drill programs at the Florália DSO Project,

consisting of approximately 1,000m of diamond and 800m by a mobile power auger rig.

The Company has added an Australian entity, Max Brazil, to hold the “Florália DSO

Project” through the existing Canadian and Brazilian holding entities. As announced on

January 9, 2025, Max Brazil plans to seek listing on the ASX Limited ("ASX" or "Australian

Stock Exchange").

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. Hematite mineralization

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

for the estimate is 2.5t/m3. The 58 channel samples were collected for chemical analysis from in situ outcrops in previou sly 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. Fusion disks are made with pulped samples and the addition of a borate- based

flux. Max did not insert standards or blanks in the assay stream and is relying on ALS's lab QA/QC.

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

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, identified by

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

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

such forward-looking statements are based on reasonable assumptions, such statements are not guarant ees 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 anticipated use of proceeds of the Offering. Factors that could cause the actual results to differ materially from those in

forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or

business conditions. Investors are cautioned that any such 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 securities laws, the Company undertakes no obligation to update these forward- looking statements in the event that

management's beliefs, estimates or opinions, or other factors, should change.