Max Power Material Change Report Private Placement Closing
Form 51 – 102F3
Material Change Report
1. Name and Address of Company
Max Power Mining Corp. (the “Company”)
15 Innovation Boulevard
Saskatoon, SK S7N 2X8
2. Date of Material Change
March 20, 2026
3. News Release
The news release announcing the material change was disseminated through News Wire on March
20, 2026 and filed on SEDAR+ at www.sedarplus.com and with the CSE.
4. Summary of Material Change
On March 20, 2026, the Company closed its previously announced brokered private placement of
15,805,624 units (each a “Unit”) at a price of $1.30 per Unit for gross proceeds of $20,547,311.20.
The Offering had Eric Sprott as the lead order and was led by Hampton Securities Limited as lead
agent and sole bookrunner (the “Agent”).
5. Full Description of Material Change
5.1 Full Description of Material Change
Under the entire Offering, the Company issued a total of 15,805,624 Units at a price of $1.30 per
Unit for gross proceeds of $20,547,311.20.
Each Unit consists of one common share in the capital of the Company (each a “Common Share”)
and one-half (1/2) of one common share purchase warrant (each whole warrant, a “Warrant”).
Each Warrant entitles its holder to acquire, subject to adjustment in certain events, one additional
Common Share in the capital of the Company at an exercise price of $1.80 per share for a period
of 24 months from the closing of the Offering.
The Company paid a cash commission equal to 6% of the gross proceeds of the Offering to the
Agent and selling group members and issued 948,337 non-transferable broker warrants exercisable
to acquire one Common Share at the Issue Price until March 20, 2028. Eric Sprott through 2176423
Ontario Ltd., a corporation beneficially owned by him, acquired 3,538,461 Units for total
consideration of $4,599,999.30.
The securities issued by the Company will not be subject to a statutory hold period, pursuant to the
Listed Issuer Financing Exemption under Part 5A of National Instrument 45- 106 – Prospectus
Exemptions, as prescribed by applicable Canadian securities laws. None of the securities will be
registered under the United States Securities Act of 1933, as amended, and none may be offered or
sold in the United States absent registration or an applicable exemption from the registration
requirements.
- 2 -
Certain officers, directors and insiders of the Company participated in the private placement and
subscribed for an aggregate of 3,620,010 Units. Such participation constitutes 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 is exempt from the formal
valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(a), and the
Company is exempt from the need to obtain minority shareholder approval per section 5.7(1)(a) of
MI 61-101, as neither the fair market value of the Units issued to insiders under the Offering, nor
the fair market value of the consideration paid by such insiders, exceeds 25% of the Company’s
market capitalization.
6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
The following senior officer of the Company is knowledgeable about the material change and this
report:
Ran Narayanasamy, CEO and Director
Email: [email protected]
For further information, please contact:
Chad Levesque – [email protected]
Phone: 1-306-981-4753
9. Date of Report
March 20, 2026
CSE: MAXX | OTC: MAXXF | FRA: 89N
15 Innovation Boulevard
Saskatoon, SK S7N 2X8
MaxPowerMining.com
MAX POWER CLOSES $20.5 MILLION BROKERED
OFFERING WITH ERIC SPROTT AS LEAD ORDER
SASKATOON, SK (March 20, 2026) - MAX Power Mining Corp. (CSE: MAXX; OTC: MAXXF; FSE: 89N) (“MAX
Power” or the “Company”) is pleased to announce the successful closing of its previously announced private placement
of units of the Company (the “Units”) for total gross proceeds of approximately $20.5 million, with Eric Sprott as the lead
order (the “ Offering”). The Offering was led by Hampton Securities Limited as lead agent and sole bookrunner (the
“Agent”).
Mr. Ran Narayanasamy, MAX Power CEO, commented: “This is the largest raise in MAX Power history, occurring in
the immediate aftermath of the Lawson Discovery as Canada’s first confirmed Natural Hydrogen subsurface system on the
475-km-long Genesis Trend in Saskatchewan. We thank Eric Sprott for his continued great support of a project that we
believe has nation-building scope through repeatability and scalability across the country’s largest permitted land package
for Natural Hydrogen exploration and development.”
Pursuant to the terms of the Offering, a total of 15,805,624 Units were sold at a price of C$1.30 per Unit (the “Issue Price”)
for aggregate gross proceeds of $20,547,311.20. Each Unit consists of one common share of the Company (“ Common
Share”) and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “ Warrant”). Each
Warrant will entitle the holder to purchase one Common Share at an exercise price of C$1.80 per share at any time up to 24
months from the closing of the Offering.
The net proceeds of the Offering will be used for : 1) An ongoing program of analytical testing, resource modeling, and
resource estimation of the Lawson Natural Hydrogen Discovery on the Genesis Trend near Central Butte, Saskatchewan,
followed by a confirmatory well to validate potential commerciality; 2 ) Further acquisition of 2D and 3D seismic data
covering various targets throughout MAX Power’s Saskatchewan land package; 3) Drilling of additional wells; and 4)
General corporate purposes including administrative and marketing.
In connection with the Offering, the Company paid a cash commission equal to 6% of the gross proceeds of the Offering to
the Agent and selling group members and issued 948,337 non-transferable broker warrants (each, a “ Broker Warrant”),
Each Broker Warrant is exercisable to acquire one Common Share at the Issue Price until March 20, 2028.
Eric Sprott through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 3,538,461 Units for
total consideration of $4,599,999.30.
Certain officers, directors and insiders of the Company have acquired an aggregate of 3,620,010 Units in connection with
the Offering. Their participation in the Offering therefore constitutes 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 is relying on exemptions from the formal valuation and minority shareholder approval requirements provided
under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not
exceed 25% of the fair market value of the Company's market capitalization. The Company did not file a material change
report more than 21 days before the closing of the Offering as the deta ils of the Offering and the participation therein by
SCHEDULE "A"
each “related party” of the Company were not settled until shortly prior to the closing of the Offering, and the Company
wished to close the Offering on an expedited basis for sound business reasons.
The Units were offered for sale pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument
45-106 – Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45 -935 – Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption (collectively, the “ Listed Issuer Financing Exemption ”), in all
provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The securities issued
under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian
securities laws.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in a ny
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.
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Drilling Photo From Lawson, Genesis Trend (Nov. 2025)
About MAX Power
MAX Power is an innovative mineral and energy exploration company focused on the shift to decarbonization. The
Company’s Lawson Discovery near Central Butte, Saskatchewan, represents Canada’s first -ever subsurface Natural
Hydrogen system confirmed through deep drilling with data validated by three independent labs. MAX Power has built
dominant district-scale land positions across Saskatchewan with approximately 1.3 million acres (521,000 hectares) of
permits, plus an additional 5.7 million acres under application, covering prime exploration ground prospective for large-
volume accumulations of Natural Hydrogen. MAX Power also holds a portfolio of properties in the United States and Canada
focused on critical minerals. These properties are highlighted by a 2024 diamond drilling discovery at the Willcox Playa
Lithium Project in southeast Arizona, 100% -owned by MAX Power’s U. S. subsidiary. MAX Power is committed to
responsible exploration and development practices that prioritize environmental stewardship, meaningful community
engagement, and strong corporate governance.
On behalf of the Board of Directors,
Ran Narayanasamy, CEO
MAX Power Mining Corp.
For further information, please contact:
Chad Levesque, Investor Relations Media Contact
Ph: 1-306-981-4753 Sarah Mawji, Venture Strategies
[email protected] [email protected]
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES
NEWS WIRE SERVICES**
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “conti nue”,
“expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are int ended to identify forward -looking
statements. In particular, this press release contains forward-looking statements concerning, without limitation, statements relating to the use of proceeds of the Offering.
Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward-looking statements address future
events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number
of assumptions, factors and risks. These assumption s and risk s include, but are not limited to, assumptions and risks associated with the receipt of regulatory or
shareholder approvals, and risks related to the state of financial markets or future metals prices.
Forward-looking information is based on management’s current expectations, estimates, projections, and assumptions, including, among other things, assumptions
regarding the Company’s ability to execute its work programs as planned, the availability and per formance of equipment and personnel, regulatory timelines and
approvals, geological continuity and reservoir characteristics, market conditions, and access to sufficient capital on acceptable terms.
Forward-looking information is inherently subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or
achievements to differ materially from those expressed or implied by such forward -looking informat ion, including, without limitation: exploration, appraisal, and
development risks; the ability to obtain and maintain required permits and regulatory approvals in a timely manner; availabil ity and cost of equipment and qualified
personnel; geological, geophysical, and technical uncertainties; fluctuations in commodity and energy market prices; general economic conditions; and th e Company’s
ability to secure additional financing on acceptable terms. There can be no assurance that the Company will complete it s planned drilling or related programmes as
currently contemplated or within the anticipated timelines, or that any such programmes, if completed, will be successful or result in commercial production.
Readers are cautioned not to place undue reliance on forward -looking information. Forward-looking information in this news release is provided as of the date hereof,
and the Company does not undertake any obligation to update or revise such information exc ept in accordance with applicable securities laws. Additional information
regarding risks and uncertainties applicable to the Company’s business is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.