Mr. Brett Matich reports

MAX RESOURCE REPORTS DEFINITIVE AGREEMENT TO PURCHASE 100% OF THE FLORALIA DSO IRON ORE PROJECT IN BRAZIL

Further to Max Resource Corp.'s news releases of May 16, 2024, June 17, 2024, and Aug. 6, 2024, the company has entered into a definitive mineral right purchase agreement (APA) with its wholly owned Brazilian subsidiary (Max Resource Brazil Ltda.), Jaguar Mining Inc. and Jaguar's wholly owned Brazilian subsidiary (Mineracao Serras Do Oeste Ltda.) to acquire a 100-per-cent interest in mineral right No. 832.022/2018, which represents the Floralia DSO (direct shipping ore) iron ore project, located 120 kilometres east of the city of Belo Horizonte, state of Minas Gerais, Brazil.

Pursuant to the APA, Max will make the following remaining cash payments in consideration for the acquisition of the Floralia DSO project:

• $200,000 (U.S.) within five business days following the effective date of the APA;
• $300,000 (U.S.) within five business days following the date on which the Brazilian national mining agency approves the transfer of the Floralia project to Max Brazil;
• $200,000 (U.S.) within five business following the date six months after the effective date of the APA;
• $200,000 (U.S.) within five business following the date 12 months after the effective date of the APA;
• Max has already paid a $100,000 (U.S.) non-refundable deposit.

The Jaguar entities and the Max entities are arm's-length parties, and, as a result of the transaction, no new insiders or control persons of the company will be created. No finders' fees or commissions are payable in connection with the transaction. Closing of the transaction remains subject to customary closing conditions, including, among others, the final approval of the TSX Venture Exchange.

"While our primary focus continues to be the Sierra Azul copper-silver project, we seized the strategic opportunity to acquire the high-value Floralia DSO iron ore project," commented Brett Matich, chief executive officer of Max.

"The value in Floralia DSO project is in its rich direct shipping ore potential, which aligns with our strategy of exploring prospective mineral properties with near-term development potential. Next step is to delineate drill-ready targets," concluded Mr. Matich.

The Floralia DSO project is situated within the eastern portion of the Iron Quadrangle in Brazil, which hosts some of the largest iron mines in the world. In addition, Floralia is located within 20 kilometres of four major iron ore mines and a number of DSO iron ore buyers.

Local mining infrastructure includes railways, haul roads, mining services and personnel.

Commodity:   hematite (DSO) iron ore

Ownership:  purchase of 100 per cent

Location:  Belo Horizonte, Brazil

The Floralia DSO deposit consists of four distinct bodies of iron ore mineralization along a southeastern trend. Mapping has traced iron ore along 1,000 metres of strike to the north and a further 822 metres to the southwest, with largest body located at the southeastern end. This body is exposed by a historic open pit 80 metres wide and 40 metres deep. The benches of the mining pit reveal a plunging band of iron ore at the base and subhorizontal banding at the top of the pit.

During the mapping and sampling program, 41 channel samples were collected over a 151-metre accumulated length. The samples averaged 58 per cent iron. This work has resulted in the definition of a geological target estimated at 2,971,233 cubic metres to 4,496,333 cubic metres, or 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 (DSO benchmark: 58 per cent to 62 per cent).

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.

The Floralia 2024 exploration program has commenced consisting of channel sampling, structural mapping and geophysical surveys in preparation for a diamond drilling program.

Sierra Azul copper-silver project

The Sierra Azul copper-silver project comprises three districts: AM, Conejo and URU. Collectively, the three contiguous districts stretch over 120 kilometres in the north-northeast/south-southwest direction. Max Resource's land tenure at Sierra Azul includes 188 square kilometres of mining concessions and 1,141 square kilometres of mineral concession applications.

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 return royalty over 19 mining concessions covering 184 square kilometres and 31 mining concession applications covering 796 square kilometres of the company's wholly owned Sierra Azul copper-silver project.

On May 13, 2024, Max announced that it had entered into an earn-in agreement (EIA) with Freeport, a wholly owned affiliate of Freeport-McMoRan Inc., relating to Max's wholly owned Sierra Azul copper-silver project. Under the terms of the EIA, Freeport can earn an 80-per-cent interest in the Sierra Azul copper-silver project in two stages by spending an aggregate amount of $50-million and paying a total of $1.55-million in cash to Max.

2024 exploration program and budget:

• 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 kilometres);
  • Define priority targets for drilling.

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 many kilometres within the AM district. Highlight values of 34.4 per cent copper and 305 grams per tonne silver from outcrop samples have been documented in the sedimentary sequences. The company confirmed that stratiform red-bed-style mineralization continues at depth, with two scout drill holes completed earlier this year (see Max's news release dated April 4, 2023). Colombian field crews have identified a 15-kilometre mineralized corridor encompassing 14 priority targets (AM-01 to AM-14) (see Max's news releases dated May 25, 2023, and June 22, 2023). In addition, Max has recently discovered manto-style targets of significant size in the AM district.

Conejo district

Midway south, the Conejo district is the most recent to be recognized and is characterized by structurally controlled mineralization hosted in intermediate and felsic volcanic rocks. Numerous mineralized outcrops have been discovered over 3.7 kilometres at the primary target in the district, with surface samples averaging 4.9 per cent copper (2-per-cent cut-off). No drilling has been conducted at Conejo, but it has emerged as an area of focus for the company.

URU district

Mineralization within the URU district is hosted in intermediate volcanic rocks and is structurally controlled, similar to deposits in the Central African copperbelt. At URU-C, a surface discovery of 9.0 metres of 7.0 per cent copper and 115 grams per tonne silver was confirmed at depth by drill hole URU-12, which intersected 10.6 metres of 3.4 per cent copper and 48 grams per tonne silver. At the URU-CE target, 750 metres to the east, 19.0 metres 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 metres of 0.3 per cent copper from 4.0 metres, including 16.5 metres of 0.5 per cent copper (see Max's news release dated 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 the Max Resource 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).

Max recently purchased 100 per cent of the Floralia DSO iron ore project, 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.

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