Eric Sprott Leads $25M Investment in Max Power’s (CSE: MAXX; OTC: MAXXF) Natural Hydrogen Breakthrough

MAX Power Mining Corp. announced that it has arranged a strategic
non-brokered private placement (the “Private Placement”) with Mr.
Eric Sprott for gross proceeds to the Company of $25 million. This
Private Placement is for 12,500,000 units (“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 (each, a “Common Share”) and one Common Share purchase
warrant (each, a “Warrant”). Each Warrant will entitle Mr. Sprott to
purchase one Common Share (each, a “Warrant 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.

Mr. Ran Narayanasamy, MAX Power CEO, 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 de-risks 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 2D and 3D
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 AI-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 finder’s 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% 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% 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 Security Holders in Special Transactions (“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 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% of the Company’s market
capitalization.

This news release is not an offer to sell or the solicitation of an
offer to buy the securities in the United States or in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to qualification or registration under the securities
laws of such jurisdiction. The securities being offered have not
been, nor will they be, registered under the U.S. Securities Act and
such securities may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES NEWS WIRE SERVICES

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