Mr. Tim McNulty reports

MAX RESOURCE ISSUES AN UPDATE ON THE PURCHASE OF THE FLORALIA DSO IRON ORE PROPERTY IN BRAZIL

Max Resource Corp. has secured a 30-day extension on the option to purchase of 100 per cent of the Floralia DSO iron ore property located 120 kilometres east of the city Belo Horizonte, state of Minas Gerais, Brazil.

On June 5, 2024, the company received conditional approval from the TSX Venture Exchange for the transaction. Final acceptance of the transaction is conditional upon satisfying the filing requirements outlined in Policy 5.3 of the TSX Venture Exchange Finance Manual.

In accordance with National Instrument 43-101 the company has filed an independent technical report entitled "Floralia project," district of Floralia, Municipality of Santa Barbara, Minas Gerais, Brazil, by qualified person (QP) Warren D. Robb, PGeo (British Columbia) with an effective date of May 29, 2024. The technical report is available for review on SEDAR+ and on the company's website.

The 613-hectare Floralia property is situated within the eastern portion of the Iron Quadrangle in Brazil, which hosts some of the largest iron mines in the world.

Channel sampling through the excavated pit exposure was completed in 2023, 41 channel samples were collected over a 151-metre accumulated length. This resulted in the definition of a geological target estimated at 2,971,233 cubic metres to 4,496,333 cubic m or 8,052,041 tons to 12,184,160 tons using a density of 2.71 grams per cubic centimetre at an average grade of 58 per cent Fe with a 6 per cent LOI.

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.

The source of the exploration information on the Floralia property is "Deposito Floralia Oportunidade para minerrio de ferro by Jaguar Mining Inc." The document is undated.

Planned exploration in 2024 consists of geophysical and structural mapping programs, followed by drilling.

Summary of the transaction

The letter of intent announced by the company on May 16, 2024, outlines the principal terms for an asset purchase agreement (APA) between Max, Jaguar and a wholly owned subsidiary of Jaguar (together with Jaguar, the Jaguar entities) to purchase Floralia mineral right ndegree 832.022/2018. The parties continue to negotiate the terms of the APA. The Jaguar entities and Max are arm's-length parties and, as a result of the transaction, no new insiders or control person will be created. There are no finders' fees or commissions payable in connection with the transaction. Max has paid a $100,000 (U.S.) non-refundable deposit.

Remaining cash payments:

• $200,000 (U.S.) within five business days following the effective date of the APA;
• $300,000 (U.S.) within five business days of Max transferring the mineral right to wholly owned subsidiary of Max incorporated in Brazil;
• $200,000 (U.S.) within five business following the date of six months from effective date of the APA;
• $200,000 (U.S.) within five business following the date of 12 months from effective date of the APA.

Sierra Azul copper-silver project

The Sierra Azul project comprises three continuous districts spanning 120 km, NNE/SSW (north-northeast/south-southwest) direction. This region provides access to major infrastructure, including Cerrejon, the largest coal mine in South America, held by global miner Glencore. Max's 20 concessions collectively span over 188 square km.

Earn-in agreement with Freeport-McMoRan exploration

On May 13, 2024, the company reported that it entered into an earn-in agreement (EIA) with Freeport-McMoRan Exploration Corp., a wholly owned affiliate of Freeport-McMoRan Inc. relating to Max's wholly owned Sierra Azul copper-silver project (formerly known as the Cesar copper-silver project) in northeastern Colombia. The company and Freeport are arm's length.

Under the terms of the EIA, Freeport has been granted a two-stage option to acquire up to an 80-per-cent ownership interest in the Sierra Azul project by funding cumulative expenditures of $50-million and making cash payments to Max of $1.55-million.

To earn an initial 51-per-cent interest, Freeport is required to finance $20-million of exploration commitments at Sierra Azul over five years and make staged payments to Max totalling $800,000. Max will remain the operator of Sierra Azul during this initial stage. Once Freeport earns its initial 51-per-cent interest, Freeport can increase its interest to 80 per cent by funding a further $30-million in exploration commitments at Sierra Azul over five years and making staged payments totalling $750,000.

On July 30, 2024, the company announced the 2024 exploration program for its Sierra Azul copper-silver project located in northeastern Colombia. The program, with an approved expenditure of $4.2 million (U.S.), will be financed by Freeport-McMoRan Exploration Corp., as per an earn-in agreement announced on May 13, 2024.

The $4.2-million (U.S.) exploration program is under way. There are two main objectives for the 2024 exploration program:

• Conduct systematic regional exploration over the entire Sierra Azul project area (greater than 1,300 square km);
• Define priority targets for drilling.

Buyout of royalties

On Nov. 7, 2023, Max executed a share exchange agreement pursuant to acquiring all the issued and outstanding shares of Bay Street Mineral Corp. an arm's-length Canadian corporation in exchange for 14 million common shares in the capital of Max.

Bay Street held an underlying 3-per-cent net smelter royalty over 19 mining concessions covering 184 square km and 31 mining concession applications covering 796 square km of the company's wholly owned Sierra Azul project. On Nov. 21, 2023, Max obtained TSX Venture Exchange approval.

AM district

Starting in the far north of the Jurassic basin, classic stacked red bed outcrops with extensive lateral continuity have been rock sampled over 15 km of strike. Highlight values of 34.4 per cent copper and 305 g/t silver have been documented in the sedimentary red bed sequences. The company confirmed that stratiform mineralization continues at depth with two scout drill holes completed in 2023 (Max news release dated April 4, 2023). In addition, Colombian field crews continue to discover and sample new mineralized outcrops identified AM-1 through AM 14 targets (Max news release dated May 25, 2023, and Max news release dated June 22, 2023).

Conejo district

Located approximately 30 km south from the AM district. It is characterized by structurally controlled mineralization, hosted in intermediate and felsic volcanic rocks. Mineralized outcrops have been discovered over 3.7 km at the primary target area. Surface samples averaged 4.9 per cent copper (with a 2-per-cent cut-off). No drilling has been conducted to date.

URU district

Located approximately 60 km south from the AM district. Max has identified 12 targets URU-1 through to URU-12. The mineralization of the URU district is hosted in intermediate volcanic rocks and is structurally controlled. At URU-C, a 9.0 m of 7.0 per cent copper and 115 g/t silver surface discovery was confirmed at depth by drill hole URU-12, which intersected 10.6 m of 3.4 per cent copper and 48 g/t silver. At the URU-CE target, 750 m to the east, 19.0 m of 1.3 per cent copper discovered in outcrop was confirmed by drill hole URU-9, which intersected a broad zone of copper oxide returning 33.0 m of 0.3 per cent copper from 4.0 m, including 16.5 m of 0.5 per cent copper (Max news release date Jan. 24, 2023).

Qualified person

The company's disclosure of a technical or scientific nature in this news release was reviewed and approved by Tim Henneberry, PGeo (British Columbia), a member of Max's advisory board, who serves as a qualified person under the definition of National Instrument 43-101.

About Max Resource Corp.

Max Resource is a mineral exploration company advancing the newly discovered district-scale Sierra Azul copper-silver project. The 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).

Subject to TSX Venture Exchange approval, Max has announced plans to purchase 100 per cent of the Floralia hematite DSO (direct shipping ore; benchmark 58 per cent to 62 per cent iron) property, located within the Iron Quadrangle in Brazil. Channel sampling of excavated mining pits in 2023 resulted in the definition of a geological target estimated at 8,052,041 tonnes to 12,184,160 tonnes using a density of 2.71 grams per cubic centimetre at an average grade of 58 per cent iron.

Max cautions investors the potential quantity and grade of the iron ore are 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.

We seek Safe Harbor.