Max Power arranges $5M placement with Asian investor

Mr. Mansoor Jan reports GLOBAL ENERGY PARTNER BACKS MAX POWER WITH $5 MILLION TO TARGET NATURAL HYDROGEN DISCOVERY IN SASKATCHEWAN Max Power Mining Corp. has arranged a non-brokered private placement of common shares with a leading conglomerate from a Southeast Asian nation (the corporate investor). The corporate investor is a well-established entity with extensive interests and expertise in the global energy sector and will acquire approximately 16-per-cent non-diluted ownership in Max Power, based on the current share structure, through an initial investment of $5-million at 30 cents per unit. As part of the offering, the company and the corporate investor anticipate entering into an investor rights and shareholder agreement pursuant to a standard investment licence application in the area of origin of the corporate investor. The agreement is expected to provide the corporate investor with the right to participate in future financings of the company on a pro rata basis, as well as certain board observer rights, contingent on the corporate investor maintaining ownership of at least 10 per cent of the outstanding shares of the company. Mansoor Jan, chief executive officer of Max Power, commented: "This strategic investment represents far more than capital -- it's also a strong validation of Max Power's vision and provides long-term alignment with a partner that recognizes the potential of the natural hydrogen sector and our 1.3 million acres currently under permit in Saskatchewan. We are now rapidly proceeding toward the start of Canada's first-ever deep drill program targeting natural hydrogen, set to begin this upcoming quarter with more details soon. Our goal is nothing less than the world's first commercial natural hydrogen discovery." Each unit of the offering to the corporate investor will comprise one common share in the capital of the company and one-half of a share purchase warrant. Each full warrant will entitle the corporate investor to acquire one additional share at a price of 45 cents for 24 months from closing of the offering, subject to an accelerated expiry provision. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Under the acceleration provision, if the closing price of the company's common shares is 75 cents or higher for 10 consecutive trading days, the exercise period of the warrants may be reduced to 30 days at the company's discretion by issuance of a press release within seven days. If the warrants remain subject to the statutory four-month-and-one-day hold period during this period, the company may, if elected, choose to accelerate the exercise period subsequent to the expiration of such hold period. Any warrants not exercised before the end of this 30-day period will expire and be void. The company intends to use the net proceeds of the offering for its upcoming natural hydrogen drill program in Saskatchewan and for working capital and general corporate purposes. Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate, regulatory approvals and shareholder approvals (as applicable), including the Canadian Securities Exchange (the CSE). There are no finders' fees payable with respect to this offering. About Max Power Mining Corp. Max Power is an innovative mineral exploration company focused on North America's shift to decarbonization. The company is a first mover in the rapidly growing natural hydrogen sector where it has built a dominant district-scale land position with approximately 1.3 million acres (521,000 hectares) of permits covering prime exploration ground prospective for large volume accumulations of natural hydrogen. High-priority initial drill target areas have been identified. Max Power also holds a portfolio of properties in the United States and Canada focused on critical minerals. These properties are highlighted by a 2024 diamond drilling discovery at the Willcox Playa lithium project in southeast Arizona. We seek Safe Harbor.