Mr. Tim McNulty reports

MAX RESOURCE ANNOUNCES SHAREHOLDER APPROVAL OF IPO OFFERING OF MAX IRON BRAZIL LTD. FOR ADMISSION TO THE OFFICIAL LIST OF THE ASX

Further to the news releases on Dec. 12, 2024, Jan. 2, 2025, Jan. 7, 2025, Jan. 9, 2025, Jan. 20, 2025, and Jan. 31, 2025, at the special meeting held on Feb. 26, 2025, shareholders of Max Resource Corp. approved an ordinary resolution approving the undertaking of an initial public offering by the company's majority-owned subsidiary, Max Iron Brazil Ltd. There was overwhelming support with 99.55 per cent of shares voted at the meeting in favour of the resolution.

The Floralia DSO project is wholly owned by Max Brazil and is located 67 kilometres east of Belo Horizonte, Minas Gerais, Brazil's largest iron ore and steel producing state. Max Brazil's 2024 exploration program has resulted in the technical team significantly increasing the Floralia DSO geological target from 8,000 to 12,000 tonnes at 58 per cent iron to 50,000 to 70,000 tonnes at 55 per cent to 61 per cent Fe.

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. Hematite mineralization tonnage potential estimation is based on in situ high-grade outcrops and interpreted and modelled magnetic anomalies. Density value used for the estimate is 2.8 tonnes per cubic metre. Hematite sample grades range between 55 and 61 per cent iron. The 58 channel samples were collected for chemical analysis from in situ outcrops in previously mined slopes of industrial materials. Channel samples weighed in average 14 kilograms. Chemical analysis was performed at ALS Laboratories. Metal oxides are determined using XRF analysis. Fusion disks are made with pulped samples and the addition of a borate-based flux. Max did not insert standards or blanks in the assay stream, and is relying on ALS's lab quality assurance/quality control. DSO and iron ore are widely recognized industry terms; however, they are not meant to imply Floralia hosts mineral reserves or resources as defined in National Instrument 43-101.

The 2025 exploration campaign is well under way consisting of channel sampling, diamond and mobile auger power drilling. In addition, Max Brazil has commenced an environmental survey, a requirement for approval of mining titles.

Proposed initial public offering of Max Brazil to the official list of the Australian Securies Exchange.

Max Iron Brazil 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 early 2025. ASX confirmed the ticker code MAX has been reserved for Max Brazil.

Max plans to complete an initial public offering of 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 offering, Max will continue to be a controlling shareholder in Max Brazil, holding 88 million ordinary shares and 12 million performance shares.

The net proceeds of the offering will be used, among other things, for the advancement of the Floralia DSO project located 67 kilometres east of Belo Horizonte, Minas Gerais, Brazil, and for general working capital purposes.

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. Closing of the IPO is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals.

Sierra Azul copper-silver project background

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 with Freeport-McMoRan Exploration Corp., a wholly owned affiliate of Freeport-McMoRan Inc. relating to the Sierra Azul project. Under the terms of the EIA, Freeport has been granted a two-stage option to acquire an up-to-80-per-cent ownership interest in the Sierra Azul project by financing cumulative expenditures of $50-million (Canadian) and making cash payments to Max of $1.55-million (Canadian).

Sierra Azul comprises three districts: AM, Conejo and URU. Collectively, the three contiguous districts stretch over 120 kilometres in 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.

AM district

Starting in the far north of the Jurassic basin, classic stacked red bed outcrops with extensive lateral continuity have been sampled over many kilometres within the AM district culminating in a mineralized corridor that extends over 15 km (Max news release dated May 25, 2023, and Max news release dated June 22, 2023). 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 (Max news release dated April 4, 2023). In addition, Max has discovered a Manto-style target, AM-13, which has significant size potential. Initial assay results from AM-13 included 48 metres of 1.8 per cent copper and 7.2 g/t silver (Max news release dated Aug. 20, 2024).

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 3,700 m 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 copper belt. 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 dated Jan. 24, 2023).

AM district 2025 highlights

AM-13: exploration target increased to 1,500 m by 100 m:

• Copper-silver mineralization identified over 1,500 m of strike and open ended;
• New composite channel assay results include:
  • 1.6 per cent copper and seven g/t silver over 55.0 m (CS11);
  • 1.6 per cent copper and seven g/t silver over 49.0 m (CS08);
  • 1.0 per cent copper and six g/t silver over 26.0 m (CS01);
• The 100-metre-wide mineralized body rises over 300 m in elevation between El Cedro and Mapurito valleys suggesting significant depth potential;
• Manto-style mineralization and alteration, similar to deposits in the Tocopilla-Taltal region of northern Chile, where a mineralized corridor extends well over 100 km and hosts several economic deposits including Mantos Blancos estimated to contain 500 mt at 1 per cent copper, and Max cautions investors copper-silver mineralization at Mantos Blancos is not necessarily indicative of similar mineralization at Sierra Azul.

AM-15: discovery of New Manto style target proximal to AM-13:

• The new AM-15 discovery is located approximately 1,000 m northwest of AM-13;
• Early work suggests a large target footprint with five mineralized outcrops already identified over a 100 m by 300 m and open in all directions;
• High-priority target based on potential size, grade and proximity to AM-13.

Freeport McMoRan financed $4.8-million (U.S.) approved exploration budget for 2025

The 2025 exploration program at the Sierra Azul has three objectives: drill target development, district-scale exploration and basin scale analysis.

Drill target development

The drill target development program will focus exploration on priority targets located in all three districts of the Sierra Azul project: AM, Conejo and URU. The goal of the program is to prepare the selected targets for drilling. The work program is well under way, and includes detailed geological mapping and soil sampling, as well as planned ground geophysical surveys and detailed structural analysis.

District-scale exploration

The district-scale exploration program commenced in 2024 and is designed to systematically evaluate the entire Sierra Azul project area with the goal of identifying additional priority targets for follow-up. The program has two components: soil and stream sediment sampling.

The district-scale soil sampling program comprises a total of 3,646 samples collected at 50-metre intervals along lines spaced 2,000 metres apart. The sampling campaign commenced in 2024, and approximately 27 per cent of the planned samples have been collected.

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.