Mr. Tim McNulty reports

MAX IRON BRAZIL LTD HAS RECEIVED IN-PRINCIPLE ADVICE ON SUITABILITY FROM THE ASX TO ADVANCE PLANS FOR ADMISSION TO THE OFFICIAL LIST OF THE ASX

Further to Max Resource Corp.'s news releases on Dec. 12, 2024, Jan. 2, 2025, Jan. 7, 2025, Jan. 9, 2025, and Jan. 20, 2025, Max Iron Brazil Ltd., formerly a wholly owned subsidiary of the company, has received in-principle advice on suitability from ASX Ltd. to advance plans for admission to the official list of the Australian Securities Exchange. Max Brazil plans to lodge a prospectus with the Australian Securities and Investments Commission in Q1 of 2025.

Max Brazil is conducting a non-broker pre-IPO (initial public offering) private placement of up to 30 million ordinary shares in the capital of Max Brazil at a price of 10 Australian cents per ordinary share for aggregate proceeds of up to $3-million (Australian). As of Jan. 20, 2025, Max Brazil has completed pre-IPO aggregate amount of 25 million ordinary shares for aggregate gross proceeds $2.5-million (Australian).

Max Brazil intends to undertake an initial public offering (the IPO) and apply to list the ordinary shares on the ASX. Its currently contemplated that the IPO will be for a minimum of 30 million ordinary shares in the capital of Max Brazil at a price of 20 Australian cents per ordinary share for minimum aggregate gross proceeds of $6 million (Australian) up to a maximum of 50 million ordinary shares for maximum aggregate proceeds of $10 million (Australian).

Following the completion of the IPO, and assuming the pre-IPO is fully subscribed, it is currently contemplated that the company will own approximately 59 per cent of the issued and outstanding ordinary shares in the event that Max Brazil completes the minimum IPO and 52 per cent if Max Brazil completes the maximum IPO. The company's ownership interest in Max Brazil may be reduced to below 50 per cent in the event the terms of the IPO are revised, due to subsequent issuances, or for any other reason determined to be acceptable to the company's board.

Following the completion of the IPO and ASX listing, the ordinary shares will be listed for trading on the ASX and Max Brazil will be subject to applicable Australian securities legislation and the rules and regulations of the ASX. There is no guarantee that the proposed IPO or listing of Max Brazil on the ASX will be completed on the terms set out in this announcement or at all.

It is currently contemplated that the net proceeds of the IPO will be used, among other things, for the advancement of the Floralia DSO hematite iron ore project located 67 kilometres east of Belo Horizonte, Minas Gerais, Brazil.

Closing of the IPO is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals. The IPO represents a "reviewable disposition" as defined in Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange and therefore the IPO is subject to the approval of the company's shareholders.

About Max Resource Corp.

The company's 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 has an earn-in agreement (EIA) with Freeport-McMoRan Exploration Corp., a wholly owned affiliate of Freeport-McMoRan Inc. (NYSE: FCX), relating to the Sierra Azul project. 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. 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 company's Floralia DSO project is located 67 km east of Belo Horizonte, Minas Gerais, Brazil's largest iron ore and steel producing state. Max's technical team has significantly expanded the Floralia hematite geological target from eight to 12 mt (million tonnes) at 58 per cent Fe to 50 to 70 mt at 55 per cent to 61 per cent Fe.

Max Brazil has now commenced inaugural drill programs at the Floralia DSO project, consisting of approximately 1,000 metres of diamond and 800 metres by a mobile power auger rig.

The company has added an Australian entity, Max Brazil, to hold the Floralia DSO project through the existing Canadian and Brazilian holding entities. As announced on Jan. 9, 2025, Max Brazil plans to seek listing on the Australian Securities Exchange.

We seek Safe Harbor.