Max Power Completes $1.1 Million Hard Dollar Private Placement

MAX Power Mining Corp. (CSE: MAXX; OTC: MAXXF; FRANKFURT: 89N) (“MAX Power” or the “Company”) is pleased to announce that it has completed a private placement financing with strategic investors for total gross proceeds of $1,100,100 (the “Private Placement” or the “Offering”). The Company has issued 2,000,181 units (“Unit” or “Units”) at a price of CAD $0.55 per Unit. MAX Power had previously announced a financing of up to $1,000,000 on December 6, 2023.

Net proceeds of the hard dollar Private Placement will go toward the Company’s ongoing drill program in Arizona, advancement of its Direct Lithium Extraction technology research and development at Lawrence Berkeley National Laboratory (LBNL), marketing/investor relations, and general corporate purposes.

Private Placement Terms

Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at a price of $0.90 for a period of 36 months following the closing date of the Offering.

The Warrants include an acceleration clause to the effect that if at any time after the statutory 4-month and one day hold period from the closing date, the daily volume weighted average closing price of the common shares on the CSE is at least $1.25 per share for a period of 10 consecutive trading days (the “Triggering Event”) the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders of the Warrants, by way of news release, and in such case the Warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by the Issuer announcing the Triggering Event.

The Private Placement is subject to CSE approval. All Units are subject to a statutory hold period of four months and one day from the date of issuance of the Units. In addition, the Company has paid finder’s fees totaling $23,925 and issued an aggregate 43,500 finder’s (broker) warrants to arm’s-length parties, with each finder’s warrant entitling the holder to purchase one common share for a period of 18 months at a price of CAD $0.90.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.