Mr. Ran Narayanasamy reports

MAX POWER ANNOUNCES STRATEGIC $25 MILLION INVESTMENT BY ERIC SPROTT TO ACCELERATE COMMERCIAL ADVANCEMENT OF CANADA'S FIRST-EVER SUBSURFACE NATURAL HYDROGEN SYSTEM

Max Power Mining Corp. has arranged a strategic non-brokered private placement with Eric Sprott for gross proceeds to the company of $25-million. This private placement is for 12.5 million units of the company at a price of $2.00 per unit through 2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle Mr. Sprott to purchase one common share at a price of $2.75 per warrant share for a period of 24 months following the closing date of the private placement. All securities issued in connection with the private placement will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

Ran Narayanasamy, Max Power chief executive officer, stated: "We are honoured to have Mr. Sprott's continued support as Max Power advances Canada's first subsurface natural hydrogen system in Saskatchewan, with the Lawson discovery now in the commercial evaluation phase leading to near-term follow-up drilling. Eric's $25-million investment in Max Power accelerates and further derisks our goal of becoming the first company in the world to make a large-scale commercial discovery of natural hydrogen, an emerging new primary energy source."

Mr. Narayanasamy concluded: "Given the potential scale of Lawson, and the broader Genesis trend, Grasslands and other projects in Saskatchewan, this financing positions us to build significant additional shareholder value at a time when global attention is rapidly shifting toward natural hydrogen as a potential new category of scalable clean energy."

The company intends to use the net proceeds of the private placement for: 1) follow-up drilling at the Lawson complex; 2) modelling and estimation of the resource potential and near-term commercial development prospects at Lawson; 3) further acquisition of 2-D and 3-D seismic data over prospective areas across Max Power's Saskatchewan land package; (4) drilling of additional targets in Saskatchewan, including near-term well completion at Bracken; 5) acquisition of additional permitted ground; 6) continued development of the company's proprietary artificial-intelligence-empowered large Earth model integration (MAXX LEMI) platform with potential global application for efficient targeting of natural hydrogen deposits; 7) general corporate purposes, including administrative and marketing expenses.

The private placement remains subject to approval of the Canadian Securities Exchange and other applicable regulatory approvals and is expected to close on or around May 28, 2026. No finders' fees or commissions will be payable in connection with the private placement. Additionally, Mr. Sprott and the company intend to enter into a supplementary agreement pursuant to which Mr. Sprott will agree not to exercise any warrants if it would result in holding (directly or indirectly) over 19.9 per cent of the issued and outstanding common shares of Max Power (after giving effect to such exercise), unless requisite shareholder, stock exchange and regulatory approvals have been obtained.

Mr. Sprott currently holds more than 10 per cent of the issued and outstanding common shares. As a result, his participation in the private placement will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the units to be issued to Mr. Sprott, and the consideration to be paid by him, will not exceed 25 per cent of the company's market capitalization.

About Max Power Mining Corp.

Max Power is an innovative mineral and energy exploration company focused on the shift to decarbonization. The company's Lawson discovery near Central Butte, Sask., represents Canada's first-ever subsurface natural hydrogen system confirmed through deep drilling with data validated by three independent labs. Max Power has built dominant district-scale land positions across Saskatchewan with approximately 1.3 million acres (521,000 hectares) of permits covering prime exploration ground prospective for large-volume accumulations of natural hydrogen. 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 southeast Arizona, 100 per cent owned by Max Power's United States subsidiary. Max Power is committed to responsible exploration and development practices that prioritize environmental stewardship, meaningful community engagement and strong corporate governance.

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