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

Max Power Mining Corp. announces that it has arranged for 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 of the Company (“Units”) at a price of $2.00 per Unit through 2176423 Ontario Limited, 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 and one day from the date of issue, in accordance with applicable securities laws.

Mr. Ran Narayanasamy, CEO of Max Power, said: “We are honored by Mr. Sprott’s continued support as Max Power advances Canada’s first subsurface natural hydrogen system in Saskatchewan. The Lawson discovery is now in the commercial evaluation phase, leading to near-term follow-on drilling. Eric’s $25 million investment in Max Power accelerates and delivers on our goal of becoming the first company in the world to make a large-scale commercial discovery of natural And reduces 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 create significant additional shareholder value at a time when global attention is increasingly turning to natural hydrogen as a potential new category of scalable clean energy.”

The Company intends to use the net proceeds of the private placement to: 1) follow-on drilling at the Lawson Complex; 2) Modeling and assessment of the resource potential and near-term commercial development prospects at Lawson; 3) further acquisition of 2D and 3D seismic data on prospective areas of 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 land; 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 reserves; 7) General corporate purposes including administrative and marketing expenses.

The private placement is subject to Canadian Securities Exchange and other applicable regulatory approvals and is expected to close on or about May 28, 2026. No finder’s fee or commission will be payable in connection with the Private Placement. Additionally, Mr. Sprott and the Company intend to enter into a supplemental agreement pursuant to which Mr. Sprott will agree not to exercise any Warrants if it would result in him holding (directly or indirectly) more than 19.9% ​​of the issued and outstanding common shares of Max Power (after giving effect to such exercise), until the requisite shareholder, stock exchange and regulatory approvals are obtained.

Mr. Sprott currently owns more than 10% of the issued and outstanding common shares. As a result, their 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 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 therefor, will not exceed 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or 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, and will not be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States or for the account or benefit of the United States 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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