VANCOUVER, B.C. - TheNewswire - (July 15, 2025) – MAX Power Mining Corp. (CSE: MAXX; OTC: MAXXF; FRANKFURT: 89N) (“MAX Power” or the “Company”) is pleased to announce a non-brokered private placement of units of the Company at a price of C$0.20 per unit under a LIFE offering and a concurrent non-brokered private placement of units of the Company at a price of C$0.16 per unit for maximum aggregate gross proceeds of up to approximately C$3,200,000 (the "Offering").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), a portion of the Offering is being made to purchasers resident in Canada, excluding Québec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "LIFE Offering"). Pursuant to the LIFE Offering, the Company will issue up to a maximum of 10,000,000 units (the "Units") at a price of C$0.20 per Unit for combined maximum gross proceeds of up to approximately C$3,200,000 when aggregated with a fully spoken for Concurrent Placement (as defined herein) involving new strategic investors.
The securities comprising the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. An offering document related to the LIFE Offering will be made available under the Company's profile at www.sedarplus.ca and on the Company's website at www.MaxPowerMining.com. Prospective investors should read the offering document before making an investment decision.
Each Unit will comprise one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional share (a "Warrant Share") at a price of C$0.25 per Warrant Share from the date that is 61 days after the closing date of the LIFE Offering until the date that is 24 months from the closing date of the LIFE Offering.
In addition to the LIFE Offering, the Company will undertake a concurrent non-brokered private placement to purchasers under other applicable exemptions pursuant to NI 45-106 (the "Concurrent Placement"). The Concurrent Placement will consist of up to 7,500,000 units (the "Non-LIFE Units") at a price of C$0.16 per Non-LIFE Unit, for combined maximum gross proceeds of up to C$3,200,000 when aggregated with the LIFE Offering.
Each Non-LIFE Unit will comprise one Share and one Share purchase warrant (a "Non-LIFE Warrant"). Each Non-LIFE Warrant will entitle the holder thereof to acquire one additional share (a "Non-LIFE Warrant Share") at a price of C$0.25 per Non-LIFE Warrant Share for a period of 24 months from the closing date of the Concurrent Placement.
All securities issued in connection with the Concurrent Placement 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.
In connection with the Offering and the Concurrent Placement, the Company may pay finders' fees of up to 7.0% of the gross proceeds raised by the Company from the sale of Units to subscribers directly introduced to the Company by eligible finders. In addition, the Company will issue to eligible finders non-transferable finders' warrants of up to 7.0% of the number of Units sold (the “Finder’s Warrants”). Each Finder's Warrant issued in connection with the Offering and the Concurrent Placement will entitle the holder to purchase one Share at an exercise price of C$0.25 for a period of 24 months from the date of issuance.
The Warrants, the Non-Life Warrants, and the Finder’s Warrants will be subject to an accelerated expiry clause. Under the acceleration provision, if the closing price of the Company's common shares is $0.40 or higher for 10 consecutive trading days, the exercise period of the Warrants, the Non-Life Warrants, and the Finder’s Warrants will be reduced to 30 calendar days. The 30-day accelerated expiry period will begin seven calendar days after the end of the premium trading period. Any Warrants, Non-Life Warrants, and Finder’s Warrants not exercised before the end of this 30-day period will expire and be void.
All other terms of the Warrants will remain unchanged.
The Company intends to use the proceeds raised from the Offering for exploration of its Natural Hydrogen properties 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 and regulatory approvals, including the Canadian Securities Exchange (the "CSE"). The Company may, at its discretion, elect to close the Offering in one or more tranches. The aggregate of the LIFE Offering and Concurrent Placement shall be a minimum of 15,000,000 units for minimum gross proceeds of C$2,700,000 and a maximum of 17,500,000 units for maximum gross proceeds of approximately C$3,200,000.
It is anticipated that insiders of the Company will participate in both the LIFE Offering and the Concurrent Placement. The issuance of Units to insiders will be considered 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 exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
Incentive Stock Options
The Company further wishes to announce that as part of its Incentive program it has issued 7,550,000 Options to certain Directors, officers, Consultants and employees. The options were granted with an exercise price of $0.23 per common share and will be subject to the terms and condition of the Option Plan as approved by Shareholders as at the last Shareholder meeting. The option grants may further be subject to vesting terms as determined by the Board of Directors.
MAX Power Corporate Video – Natural Hydrogen
Learn more about MAX Power and its opportunity in the Natural Hydrogen space by clicking on the following link:
MAX Power Natural Hydrogen Presentation
Learn more about MAX Power’s advantage in North America’s Natural Hydrogen sector by clicking on the following link:
https://www.maxpowermining.com/Maxpower_Hydrogen_June18_2025.pdf
About MAX Power
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.
On behalf of the Board of Directors,
Mansoor Jan - CEO
MAX Power Mining Corp.
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For further information, please contact:
Chad Levesque
Ph: 1-306-981-4753
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Forward-Looking Statement Cautions
This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to natural hydrogen, exploration and acquisition of natural hydrogen properties; ability to locate, discover and/or extract natural hydrogen from the subsurface, commentary as it relates to the opportune timing to carry out natural hydrogen exploration, and any anticipated increasing demand for natural hydrogen; any results and updates thereto as it relates to any future drill program, and the funding of that program; and upcoming press releases by the Company. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts. They are generally, but not always, identified by the words "expects”, "plans”, "anticipates”, "believes”, “interpreted”, "intends”, "estimates”, "projects”, "aims”, “suggests”, “often”, “target”, “future”, “likely”, “pending”, "potential”, "goal”, "objective”, "prospective”, “possibly”, “preliminary”, and similar expressions, or that events or conditions "will”, "would”, "may”, "can”, "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the CSE, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of assay results and the drilling program, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out its exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company's business and prospects. The reader is urged to refer to the Company's Management’s Discussion and Analysis, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
