Mr. Mansoor Jan reports

MAX POWER ARRANGES TARGETED STRATEGIC PRIVATE PLACEMENTS TO RAISE UP TO $3.2 MILLION

Max Power Mining Corp. has arranged a non-brokered private placement of units of the company at a price of 20 cents per unit under a LIFE (listed issuer financing exemption) offering and a concurrent non-brokered private placement of units of the company at a price of 16 cents per unit for maximum aggregate gross proceeds of up to approximately $3.2-million.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, a portion of the offering is being made to purchasers resident in Canada, excluding Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Pursuant to the LIFE offering, the company will issue up to a maximum of 10 million units at a price of 20 cents per unit for combined maximum gross proceeds of up to approximately $3.2-million when aggregated with a fully spoken for concurrent placement (as defined herein) involving new strategic investors.

The securities comprising the LIFE offering will not be subject to a hold period in accordance with applicable Canadian securities laws. An offering document related to the LIFE offering will be made available under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

Each unit will comprise one common share in the capital of the company and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional share at a price of 25 cents per warrant share from the date that is 61 days after the closing date of the LIFE offering until the date that is 24 months from the closing date of the LIFE offering.

In addition to the LIFE offering, the company will undertake a concurrent non-brokered private placement to purchasers under other applicable exemptions pursuant to NI 45-106. The concurrent placement will consist of up to 7.5 million units at a price of 16 cents per non-LIFE unit, for combined maximum gross proceeds of up to $3.2-million when aggregated with the LIFE offering.

Each non-LIFE unit will comprise one share and one share purchase warrant. Each non-LIFE warrant will entitle the holder thereof to acquire one additional share at a price of 25 cents per non-life warrant share for a period of 24 months from the closing date of the concurrent placement.

All securities issued in connection with the concurrent placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

In connection with the offering and the concurrent placement, the company may pay finders' fees of up to 7.0 per cent of the gross proceeds raised by the company from the sale of units to subscribers directly introduced to the company by eligible finders. In addition, the company will issue to eligible finders non-transferable finders' warrants of up to 7.0 per cent of the number of units sold. Each finder's warrant issued in connection with the offering and the concurrent placement will entitle the holder to purchase one share at an exercise price of 25 cents for a period of 24 months from the date of issuance.

The warrants, the non-life warrants and the finders' warrants will be subject to an accelerated expiry clause. Under the acceleration provision, if the closing price of the company's common shares is 40 cents or higher for 10 consecutive trading days, the exercise period of the warrants, the non-life warrants and the finders' warrants will be reduced to 30 calendar days. The 30-day accelerated expiry period will begin seven calendar days after the end of the premium trading period. Any warrants, non-life warrants and finders' warrants not exercised before the end of this 30-day period will expire and be void.

All other terms of the warrants will remain unchanged.

The company intends to use the proceeds raised from the offering for exploration of its natural hydrogen properties in saskatchewan and for working capital and general corporate purposes.

Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange. The company may, at its discretion, elect to close the offering in one or more tranches. The aggregate of the LIFE offering and concurrent placement shall be a minimum of 15 million units for minimum gross proceeds of $2.7-million and a maximum of 17.5 million units for maximum gross proceeds of approximately $3.2-million.

It is anticipated that insiders of the company will participate in both the LIFE offering and the concurrent placement. The issuance of units to insiders will be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

Incentive stock options

The company further wishes to announce that, as part of its incentive program, it has issued 7.55 million options to certain directors, officers, consultants and employees. The options were granted with an exercise price of 23 cents per common share, and will be subject to the terms and condition of the option plan as approved by shareholders as at the last shareholders meeting. The option grants may further be subject to vesting terms as determined by the board of directors.

About Max Power Mining Corp.

Max Power is an innovative mineral exploration company focused on North America's shift to decarbonization. The company is a first mover in the rapidly growing natural hydrogen sector, where it has built a dominant district-scale land position with approximately 1.3 million acres (521,000 hectares) of permits covering prime exploration ground prospective for large volume accumulations of natural hydrogen. High-priority initial drill target areas have been outlined.

Max Power also holds a portfolio of properties in the United States and Canada, focused on critical minerals. These properties are highlighted by a 2024 diamond drilling discovery at the Willcox Playa lithium project in southeastern Arizona.

We seek Safe Harbor.