MAXX.CN · 2026-05-29 12:00:00

Max Power Mining closes $25-million private placement

Financings Drill Results Corporate Updates

CSE: MAXX | OTC: MAXXF | FSE: 89N

2 Research Dr.

Regina, SK S4S 7H9

[email protected]

MaxPowerMining.com

MAX POWER CLOSES $25 MILLION STRATEGIC

INVESTMENT FROM ERIC SPROTT TO ACCELERATE

COMMERCIAL EVALUATION AT LAWSON

Financing strengthens MAX Power’s ability to aggressively advance drilling as well as modelling and

estimation of resource potential at the Lawson Complex, seismic expansion along Genesis Trend, and

commercialization pathways across the Company’s Saskatchewan Natural Hydrogen portfolio

Genesis Explained: Its “Salt Barrier” Advantage and Proximity To Demand

https://www.youtube.com/watch?v=3ytpHdve6S8

REGINA, SK (May 2 9, 2026) - MAX Power Mining Corp. (CSE: MAXX; OTC: MAXXF; FSE: 89N) (“MAX

Power” or the “Company”) is pleased to announce that, further to its May 21, 2026 news release, it has closed its strategic

non-brokered private placement (the “Private Placement”) with Mr. Eric Sprott for gross proceeds of $ 25 million. The

Private Placement consisted of 12,500,000 units (“Units”) of the Company at a price of $2.00 per Unit through 2176423

Ontario Ltd., a corporation beneficially owned by Mr. Sprott.

Mr. Ran Narayanasamy, MAX Power CEO, commented: “We thank Eric for his continued strong support of MAX

Power and our objective of confirming the world’s first large-scale commercial discovery of Natural Hydrogen. With over

$40 million in the treasury, we ’re ready to execute an aggressive, disciplined approach at the Lawson Complex and

elsewhere across our Saskatchewan holdings to maximize upside potential for shareholders in this unique situation.”

The Company intends to use the net proceeds of the Private Placement for: 1) Follow-up drilling at the Lawson Complex;

2) Modelling and estimation of the resource potential and near -term commercial development prospects at Lawson; 3)

Further acquisition of 2D and 3D seismic data over prospective areas across MAX Power’s Saskatchewan land package;

(4) Drilling of additional targets in Saskatchewan, including near -term well completion at Bracken; 5) Acquisition of

additional permitted ground; 6) Continued development of the Company's proprietary AI-empowered Large Earth Model

Integration (MAXX LEMI) Platform with potential global application for efficient targeting of Natural Hydrogen deposits;

7) General corporate purposes, including administrative and marketing expenses.

Private Placement Terms

Each Unit consisted of one common share in the capital of the Company (each, a “ Common Share”) and one Common

Share purchase warrant (each, a “Warrant”). Each Warrant entitles Mr. Sprott to purchase one Common Share (each, a

“Warrant Share”) at a price of $2.75 per Warrant Share for a period of 24 months from the closing date of the Private

Placement. All securities issued in connection with the Private Placement are subject to a statutory hold period of four

months plus one day from the date of issuance, in accordance with applicable securities legislation. The Private Placement

is subject to the final approval of the Canadian Securities Exchange.

Mr. Sprott currently holds more than 10% of the issued and outstanding Common Shares. As a result, his participation in

the Private Placement constituted a “related party transaction” within the meaning of Multilateral Instrument 61 -101 -

Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company relied on the exemptions

from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61 -

101, respectively, as the fair market va lue of the Units issued to Mr. Sprott, and the consideration paid by him, did not

exceed 25% of the Company’s market capitalization.

Early Warning Disclosure

As required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting

Issues (“NI 62-103”), Mr. Sprott has filed an Early Warning Report in connection with his acquisition of the Units pursuant

to the Private Placement.

Prior to the completion of the Private Placement, Mr. Sprott, through 2176423 Ontario Ltd., a corporation wholly-owned

and controlled by Mr. Sprott, with a registered address at Suite 1106, 7 King Street East, Toronto, ON M5C 3C5, indirectly

owned and exer cised control over 18,484,979 Common Shares and 12,138,548 Warrants, representing approximately

12.3% of the issued and outstanding Common Shares (on a non -diluted basis) or 18.8% of the issued and outstanding

Common Shares (on a partially diluted basis, assuming exercise of the Warrants).

Following the completion of the Private Placement, Mr. Sprott indirectly owns and exercises control over 30,984,979

Common Shares and 24,638,548 Warrants, representing approximately 19.0% of the issued and outstanding Common

Shares (on a non -diluted basis) or 29.6% of the issued and outstanding Common Shares (on a partially diluted basis,

assuming exercise of the Warrants). Pursuant to the terms of a supplementary agreement, Mr. Sprott has agreed to refrain

from exercising Warrants that would result in his shareholdings exceeding 19.9% of the issued and outstanding Common

Shares unless requisite shareholder, stock exchange and regulatory approvals have been obtained.

The Units were acquired for investment purposes. Mr. Sprott currently has no other plans or intentions that relate to, or

would result in, the matters listed in clauses (a) to (k) of item 5 of Form 62-103F1. Mr. Sprott has a long-term view of the

investment and may acquire additional securities of the Company, dispose of some or all of the existing or additional

securities he holds or will hold, or may continue to hold his current position, depending on market conditions,

reformulation of plans and/or other relevant factors, subject in each case to applicable securities law.

A copy of the Early Warning Report filed by Mr. Sprott with respect to the foregoing will appear on the Company’s profile

on the System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca.

The securities offered under the Private Placement have not been and will not be registered under the United States

Securities Act of 1933, as amended, or any applicable state securities laws, and may not be offered or sold in the United

States absent registration or an applicable exemption from registration. This news release does not constitute an offer to

sell or a solicitation of an offer to buy, nor will there be any sale of the securities in any jurisdiction in which such off er,

solicitation or sale would be unlawful.

Figure 1 – Drilling Photo From Lawson, Genesis Trend (Nov. 2025)