MAX Closes Debt and Option Agreements with Bolt Metals for Its Floralia High-Purity Iron Property in Brazil

Executive Summary

• Max Resource Corp. closed a debt settlement with Bolt Metals Corp. to cover exploration costs on its Florália High Purity Iron Property in Brazil, receiving 4,000,000 Bolt shares and 2,000,000 pre-funded warrants.
• Max executed an amended option agreement granting Bolt the right to acquire 100% of the Florália Property by issuing up to 26,800,000 Bolt shares over a 30-month period, subject to specific vesting milestones and ownership thresholds.
• The Florália Property features a conceptual oxide exploration target of 50–70 Mt at 55–61% Fe, with favorable metallurgy, strategic logistics near major steel producers, and a de-risked development profile requiring no tailings dam or water permits.

Key Details

• Debt Settlement Consideration: Bolt issued Max 4,000,000 common shares and 2,000,000 pre-funded warrants to settle exploration costs incurred on the Florália Property.
• Warrant Terms: Each pre-funded warrant is exercisable into one Bolt share at an exercise price of $0.001 per share for a 24-month period from issuance.
• Resale Restrictions: All securities issued under the debt settlement are subject to a 24-month resale restriction.
• Board & Participation Rights: If Max and affiliates own ≥5.0% of Bolt, Max gains the right to nominate one director to Bolt’s board and holds participation rights to maintain its ownership percentage in future Bolt equity issuances.
• Option Agreement Structure: Bolt holds the right to acquire 100% of the Florália Property by issuing 26,800,000 Bolt shares to Max Iron (a Max-controlled entity) over 30 months.
• Vesting Schedule: 6,700,000 shares issued at 12, 18, 24, and 30 months post-effective date.
• Ownership Threshold: Upon full issuance, Bolt shares must represent ≥25% of Bolt’s outstanding shares; Bolt will issue additional shares if necessary to meet this threshold.
• Post-Exercise Rights: Max Iron is entitled to nominate one director to Bolt’s board following option exercise.
• Acceleration & Trigger Events: Bolt may accelerate exercise at any time. A change of control, property encumbrance, or decision to mine triggers full satisfaction of remaining conditions within 5 business days.
• Regulatory/Shareholder Approval: Bolt must obtain shareholder approval within 90 days, including for a shareholder owning >19.9%.
• Property Location & Logistics: Located 67 km east of Belo Horizonte, Minas Gerais, Brazil; adjacent to rail networks and major markets including Vale, ArcelorMittal, and Avante.
• Exploration Target: Initial oxide target estimated at 50–70 Mt grading 55–61% Fe (conceptual, based on in-situ outcrops and magnetic anomalies).
• Metallurgy & Development Profile: Low-cost crushing and dry magnetic processing; no tailings dam or water permits required, reducing capex and environmental footprint.
• QA/QC: Chemical analysis performed at ALS Laboratories using XRF, titration, and thermogravimetric analysis; lab monitors precision within 2 standard deviations.

Notable Quotes

• "We are excited to close the debt and option transactions with our new partners who have received gross proceeds of over $10 million through equity financings in the past 12 months accompanied with strong stakeholder support. This transaction underscores our active strategy of advancement of the Company's Mora Gold Silver and Sierra Azul Copper Silver projects in Colombia," – Brett Matich, CEO, Max Resource Corp.