MAXXF) closed a $20.5 million brokered offering with Eric Sprott as the lead order.

Max Power Mining Corporation (CSE:Max; OTC: MAXXF; Frankfurt: 89N) announced the successful completion of its previously announced private placement of units of the Company (“Units”) for total gross proceeds of approximately $20.5 million, with Eric Sprott leading the order (the “Offering”). The Offering was led by Hampton Securities Limited as lead agent and sole bookrunner (the “Agent”).

Mr. Ran Narayanasamy, CEO of Max Power, commented: “This is the largest addition in Max Power’s history, coming on the heels of the Lawson Discovery as Canada’s first confirmed natural hydrogen subsurface system on the 475 km long Genesis Trend in Saskatchewan. We thank Eric Sprott for his continued great support of a project we believe has the potential for repeatability and scalability in the country’s largest permitted land package for natural hydrogen exploration. There is scope for nation building and development through this medium.”

Pursuant to the terms of the offering, a total of 15,805,624 units were sold at a price of C$1.30 per unit (the “Issue Price”) for total gross proceeds of $20,547,311.20. Each Unit consists of one common share of the Company (“Common Share”) and one-half of one common share purchase warrant of the Company (each whole Warrant, a “Warrant”). Each warrant will entitle the holder to purchase one common share at an exercise price of C$1.80 per share at any time up to 24 months from the closing of the offering.

The net proceeds of the offering will be used to: 1) an ongoing program of analytical testing, resource modeling and resource estimation of the Lawson Natural Hydrogen Discovery on the Genesis Trend near Central Butte, Saskatchewan, followed by a confirmation well to validate potential commerciality; 2) further acquisition of 2D and 3D seismic data covering various targets in Max Power’s Saskatchewan land package; 3) drilling of additional wells; and 4) general corporate purposes, including administrative and marketing.

In connection with the Offering, the Company paid the Agent and members of the Selling Group a cash commission equal to 6% of the gross proceeds of the Offering and issued 948,337 non-transferable Broker Warrants (each, a “Broker Warrant”), each Broker Warrant exercisable to acquire one Common Share at the Issue Price until March 20, 2028.

Eric Sprott, through 2176423 Ontario Limited, a corporation beneficially owned by him, acquired 3,538,461 units for a total consideration of $4,599,999.30.

Certain officers, directors and insiders of the Company have acquired a total of 3,620,010 Units in connection with the Offering. Their participation in the Offering therefore constitutes 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 is relying on the exemption from formal valuation and minority shareholder approval requirements provided under Sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not exceed 25% of the fair market value of the Company’s market capitalization. The Company did not file a Material Change Report 21 days prior to the closing of the Offering because the details of the Offering and the participation of each of the Company’s “Related Parties” were not settled until shortly before the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.

The Units were offered for sale pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemption, as amended by CSA Coordinated Blanket Order 45-935 – Exemption from certain conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”), in all provinces of Canada, except Quebec, and other eligible jurisdictions, including the United States. Securities issued under the listed issuer financing exemption will not be subject to statutory hold periods in accordance with applicable Canadian securities laws.

This press 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.