Mr. Ran Narayanasamy reports

MAX POWER ANNOUNCES $10 MILLION STRATEGIC INVESTMENT AT $2.50 PER UNIT FROM ERIC SPROTT

Max Power Mining Corp. has entered into a strategic non-brokered private placement financing with Eric Sprott for gross proceeds of $10-million. The private placement will consist of four million units of the company at a price of $2.50 per unit to be subscribed for by 2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott, with closing anticipated on or about Aug. 17, 2026.

The company intends to use the net proceeds of the private placement to further advance its ongoing commercial validation drill program at the Lawson complex and for general corporate purposes, including administrative and marketing expenses.

Private placement terms

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles Mr. Sprott to purchase one common share at a price of $3.25 per warrant share for a period of 24 months from the closing date of the private placement. All securities issued in connection with the private placement are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. Closing of the private placement is subject to customary closing conditions, including the approval of the Canadian Securities Exchange (CSE).

As at the date of this release, Mr. Sprott beneficially owns, or exercises control or direction over, more than 10 per cent of the issued and outstanding common shares and is therefore a "related party" of the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. Accordingly, his participation in the private placement will constitute a "related party transaction" within the meaning of MI 61-101. 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 neither the fair market value of the units to be issued to Mr. Sprott nor the consideration to be paid by him is expected to exceed 25 per cent of the company's market capitalization, calculated in accordance with MI 61-101.

Early warning disclosure

Upon completion of the private placement, Mr. Sprott will be required to file an early warning report pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with his acquisition of the units.

Prior to the completion of the private placement, Mr. Sprott, through 2176423 Ontario Ltd., beneficially owns and exercises control over 30,984,979 common shares and 24,638,548 common share purchase warrants, representing approximately 17.6 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 27.8 per cent on a partially diluted basis, assuming the exercise of such warrants.

Following the completion of the private placement, Mr. Sprott, through 2176423 Ontario Ltd., will beneficially own and exercise control over 34,984,979 common shares and 28,638,548 warrants, representing approximately 19.5 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 30.5 per cent on a partially diluted basis, assuming exercise of all warrants beneficially owned or controlled by Mr. Sprott.

As previously announced by the company, a special meeting of shareholders is scheduled to be held on Aug. 20, 2026, at which disinterested shareholders will be asked to consider and, if thought advisable, approve an ordinary resolution approving the creation of Mr. Sprott as a control person of the company. Mr. Sprott has undertaken not to exercise any warrants if such exercise would result in his beneficial ownership of, or control or direction over, more than 19.9 per cent of the issued and outstanding common shares unless and until the requisite shareholder and CSE approvals have been obtained. The warrants to be issued pursuant to the private placement will be subject to the same exercise restriction. Accordingly, Mr. Sprott will not be entitled to exercise warrants to the extent such exercise would cause his holdings to exceed 19.9 per cent of the issued and outstanding common shares unless the control person resolution is approved at the meeting and all other requisite CSE and regulatory approvals have been obtained.

The units will be acquired for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the company, dispose of securities of the company, or continue to hold his position, depending on market conditions, reformulation of plans and/or other relevant factors, subject in each case to applicable securities laws.

Following completion of the private placement, an early warning report in respect of the acquisition will be filed by Mr. Sprott in accordance with applicable securities laws and will be available on the company's profile on SEDAR+.

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.

We seek Safe Harbor.