Max Power closes $2.45-million in placements

Mr. Mansoor Jan reports MAX POWER CLOSES FIRST $2.45 MILLION IN PRIVATE PLACEMENTS WITH ERIC SPROTT AS LEAD INVESTOR Further to Max Power Mining Corp.'s news releases of July 15 and July 23, 2025, the company has closed non-brokered private placements of units for total gross proceeds of $2.45-million with Eric Sprott as lead investor. Pursuant to the closing of the offerings, the company has issued 5,681,818 units at 22 cents comprising 5,618,818 common shares and 5,681,818 share purchase warrants exercisable at a price of 29 cents per warrant share, and a total of 7.5 million units at 16 cents comprising a total of 7.5 million common shares and 7.5 million share purchase warrants exercisable at a price of 25 cents per warrant share. The warrants shall be exercisable until Aug. 1, 2027, and are subject to an acceleration clause. Mansoor Jan, Max Power chief executive officer, commented: "We welcome Eric Sprott as a major new investor in Max Power and we appreciate his support for the largest permitted natural hydrogen project in Canada. We have entered an exciting new phase in the young history of Max Power." All securities issued in connection with the offerings will be subject to a statutory hold period until Dec. 2, 2025, in accordance with applicable securities legislation. Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 5,681,818 units at 22 cents and 4,687,500 units at 16 cents pursuant to the offerings for total consideration of $2-million. Prior to the offerings, Mr. Sprott did not own any securities of the company. As a result of the offerings, Mr. Sprott now beneficially owns or controls 10,369,318 common shares and 10,369,318 common share purchase warrants of the company representing approximately 13.3 per cent on a non-diluted basis and 23.5 per cent on a fully diluted basis assuming the exercise of such warrants. The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of the early warning report with respect to the foregoing will appear on Max Power's profile on SEDAR+ and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (2176423 Ontario Ltd., 7 King Street East, suite 1106, Toronto, Ont., M5C 3C5). Mr. Sprott and other company insiders participated in the offerings in the amount of $2,072,000, representing an aggregate of 5,137,500 units at 16 cents and 5,681,818 units at 22 cents. The participation by insiders in the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the common shares purchased by insiders, nor the consideration for the units paid by such insiders, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances as the details of the participation by insiders of the company were not settled until shortly prior to closing the offerings and the company wished to complete the offering in an expeditious manner. The company did not pay any finders' fees pertaining to the closing of the offerings. Proceeds of the offerings will go toward exploration of its natural hydrogen properties in Saskatchewan and general working capital purposes. The company further announces that it expects to close its previously announced LIFE offering private placement of units of the company at a price of 20 cents per unit for total gross proceeds of $2-million on or about Wednesday, Aug. 6, 2025. 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 outlined. 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.