Mr. Tim McNulty reports

MAX RESOURCE ANNOUNCES CLOSING OF TRANSACTION TO PURCHASE 100% OF THE FLORALIA HEMATITE IRON ORE PROJECT IN BRAZIL

Further to its news releases on May 16, 2024, June 17, 2024, Aug. 6, 2024, and Aug. 19, 2024, Max Resource Corp. has closed the transaction to purchase a 100-per-cent interest in mineral right No. 832.022/2018, which represents the Floralia hematite iron ore project, located 70 kilometres east of the city of Belo Horizonte, state of Minas Gerais, Brazil.

The transaction closed pursuant to a mineral right purchase agreement entered into with the company's wholly owned Brazilian subsidiary, Max Resource Brazil Ltd.; Jaguar Mining Inc.; and Jaguar's wholly owned Brazilian subsidiary, Mineracao Serras Do Oeste Ltd. The transfer of the Floralia hematite project to Max Brazil was lodged at the Brazilian national mining agency (ANM) on Sept. 5, 2024.

"The Floralia hematite iron ore open pit reveals sizable, subhorizonal plunging bands of hematite iron ore which appear to extend in all directions. Upon successful exploration and development, with iron ore buyers situated within 20 kilometres, Floralia would have a significant transportation cost advantage, as bulk-tonnage haulage to a shipping port would not be required," commented Max chief executive officer Brett Matich.

"Our Brazilian exploration team has commenced the 2024 program, starting with a drone magnetic survey, channel sampling of roads cutting through the mineralization, and subsequent auger and diamond drilling. I look forward to updating shareholders in the coming weeks," he concluded.

The Floralia hematite project is centrally located within a prolific iron ore mining region in Minas Gerais, Brazil's largest iron-ore-producing state. Numerous iron ore buyers lie within 20 kilometres of Floralia, providing a local ready market (requiring minimal transportation) upon successful exploration and development.

In 2023, Jaguar Mining conducted a program consisting of 41 channel samples 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 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 (before dry screening).

Note: 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. 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 hematite open cut is of significant size consisting of five benches rising to 48 metres and 160 metres in width, revealing plunging bands of hematite iron ore at the base and subhorizontal banding at the top of the open cut, and is open in all directions.

2024 Floralia exploration program

The objective is to outline the subhorizontal footprint and estimated thickness of the mineralization extending beyond the current geological target of eight million tonnes to 12 million tonnes at 58 per cent iron (before dry screening):

• High-resolution drone magnetic and lidar survey, 140 line kilometres/50-metre spacing (under way);
• Channel sampling (approximately 15 metres) across roads cutting through the hematite iron ore mineralization (under way);
• Bulk sample for metallurgical test work (under way);
• Commencement of a feasibility study (under way);
• Infill auger drilling;
• Diamond drilling.

Floralia purchase transaction

In consideration for the acquisition of the Floralia hematite project, Max made cash payments of $300,000 to the Jaguar entities. Additionally, Max will make the following remaining cash payments:

• $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;
• $300,000 (U.S.) within five business following the approval of the Floralia mineral right transfer to Max Brazil by the ANM.

In connection with the transaction, the Max entities and the Jaguar entities entered into a net smelter return royalty agreement, pursuant to which the Max entities granted to the Jaguar entities a production royalty equal to 3.5 per cent of the net smelter returns from the Floralia hematite project. The royalty shall be calculated and paid at the end of every calendar quarter following the first sale of any minerals and mineral byproducts produced or extracted by the Max entities from the Floralia hematite project.

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 were created. No finders' fees or commissions were paid in connection with the transaction.

The original term of mineral right No. 832.022/2018 has expired but a partial exploration report and request for a three-year extension have been submitted to the ANM. All exploration works may continue while the exploration report is under analysis by the ANM.

Performance share units

The company also announces that it has granted four million performance share units to certain directors and officers of the company pursuant to the company's omnibus equity incentive compensation plan. The performance share units are intended to incentivize the board and management of the company as the company develops the Floralia hematite project. The performance share units will vest upon the company achieving performance milestones and align the board and management's compensation with the success of the company. The performance share units will be subject to vesting upon the achievement of permitting, completion of a significant phase 1 drill program and the reporting of results to the public.

In addition, the company has granted a further 2,285,000 performance share units with additional performance criteria for vesting being the recommendation of a further drill program based upon the success of the phase 1 drill program. The additional performance share units are subject to approval of the company shareholders, who will be asked to ratify the increase in the fixed number of performance share units under the omnibus plan and the additional grant of performance share units under the omnibus plan. The company will recommend in favour of the increase in the number of performance share units and the specific grants as the vesting criteria for the performance share units properly compensate the board and management only if the company's Floralia project in Brazil is developed. All performance share units will lapse if the performance milestones are not achieved within 36 months from the grant date.

About Max Resource Corp.

Max Resource is a mineral exploration company advancing the newly discovered, district-scale, wholly owned Sierra Azul copper-silver project in Colombia and its wholly owned Floralia hematite iron ore project in Brazil.

The 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 with Freeport-McMoRan Exploration Corp., a wholly owned affiliate of Freeport-McMoRan Inc., relating to the Sierra Azul project. Under the terms of the environmental impact assessment (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 financing cumulative expenditures of $50-million and making cash payments to Max of $1.55-million. Max is the operator of the initial stage. The $4.2-million (U.S.) 2024 exploration program for the Sierra Azul project is financed by Freeport.

The Floralia hematite iron ore project is located 70 kilometres southeast of Belo Horizonte, Minas Gerais, Brazil's largest iron-ore-producing state. Numerous iron ore buyers lie within 20 kilometres of Floralia, providing a local ready market (requiring minimal transportation) upon successful exploration and development. The 2024 exploration objective is to outline the subhorizontal footprint and estimated thickness of the mineralization extending beyond the 2023 estimated geological target of eight million tonnes to 12 million tonnes at 58 per cent iron (before dry screening). The program consists of high-resolution drone magnetic/lidar survey (140 line kilometres/50-metre spacing), channel sampling, comment of the feasibility study, and auger and diamond drilling.

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.

We seek Safe Harbor.