This news release is not for distribution to U.S. newswire services for dissemination in the United States.
Regina, SK – August 10, 2026 – Max Power Mining Corp. (“Max Power” or the “Company”) (CSE: MAXX – OTCQX: MAXXF – Germany: 89N), is pleased to announce that it has entered into a strategic non-brokered private placement financing (the “Private Placement”) with Mr. Eric Sprott for gross proceeds of $10 million. The Private Placement will consist of 4,000,000 units (“Units”) of the Company at a price of $2.50 per Unit to be subscribed for by 2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott, with closing anticipated on or about August 17, 2026.
The Company intends to use the net proceeds of the Private Placement to further advance its ongoing commercial validation drill program at the Lawson Complex and for general corporate purposes, including administrative and marketing expenses.
Private Placement Terms
Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant entitles Mr. Sprott to purchase one Common Share (each, a “Warrant Share”) at a price of $3.25 per Warrant Share for a period of 24 months from the closing date of the Private Placement. All securities issued in connection with the Private Placement are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. Closing of the Private Placement is subject to customary closing conditions, including the approval of the Canadian Securities Exchange (“CSE”).
As at the date of this release, Mr. Sprott beneficially owns, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares and is therefore a “related party” of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-101”). Accordingly, his participation in the Private Placement will constitute a “related party transaction” within the meaning of MI 61-101. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the Units to be issued to Mr. Sprott nor the consideration to be paid by him is expected to exceed 25% of the Company’s market capitalization, calculated in accordance with MI 61-101.
Early Warning Disclosure
Upon completion of the Private Placement, Mr. Sprott will be required to file an early warning report pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) in connection with his acquisition of the Units.
Prior to the completion of the Private Placement, Mr. Sprott, through 2176423 Ontario Ltd., beneficially owns and exercises control over 30,984,979 Common Shares and 24,638,548 Common Share purchase warrants, representing approximately 17.6% of the issued and outstanding Common Shares on a non-diluted basis and approximately 27.8% on a partially diluted basis, assuming the exercise of such warrants.
Following the completion of the Private Placement, Mr. Sprott, through 2176423 Ontario Ltd., will beneficially own and exercise control over 34,984,979 Common Shares and 28,638,548 Warrants, representing approximately 19.5% of the issued and outstanding Common Shares on a non-diluted basis and approximately 30.5% on a partially diluted basis, assuming exercise of all Warrants beneficially owned or controlled by Mr. Sprott.
As previously announced by the Company, a special meeting of shareholders (the “Meeting”) is scheduled to be held on August 20, 2026, at which disinterested shareholders will be asked to consider and, if thought advisable, approve an ordinary resolution approving the creation of Mr. Sprott as a control person of the Company (the “Control Person Resolution”). Mr. Sprott has undertaken not to exercise any warrants if such exercise would result in his beneficial ownership of, or control or direction over, more than 19.9% of the issued and outstanding Common Shares unless and until the requisite shareholder and CSE approvals have been obtained. The Warrants to be issued pursuant to the Private Placement will be subject to the same exercise restriction. Accordingly, Mr. Sprott will not be entitled to exercise Warrants to the extent such exercise would cause his holdings to exceed 19.9% of the issued and outstanding Common Shares unless the Control Person Resolution is approved at the Meeting and all other requisite CSE and regulatory approvals have been obtained.
The Units will be acquired for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company, dispose of securities of the Company, or continue to hold his position, depending on market conditions, reformulation of plans and/or other relevant factors, subject in each case to applicable securities laws.
Following completion of the Private Placement, an Early Warning Report in respect of the acquisition will be filed by Mr. Sprott in accordance with applicable securities laws and will be available on the Company’s profile on the System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca.
The securities to be issued pursuant to the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Figure 1 – Drilling Photo From Lawson, Genesis Trend (Nov. 2025)
Recent Videos
President Chad Levesque On Significance of Lawson
What is Natural Hydrogen?
https://www.youtube.com/watch?v=S0bqqZeIpxc
Genesis Explained: Its “Salt Barrier” Advantage and Proximity to Demand
https://www.youtube.com/watch?v=3ytpHdve6S8
The Genesis Trend’s Industrial Corridor
https://youtube.com/shorts/IAgALH_s3mI
Lawson – Canada’s First Big Step into Natural Hydrogen
https://www.youtube.com/watch?v=lTTOwMxz_zo
MAX Power Leaps at Lawson
https://www.youtube.com/watch?v=Yr4Ha06__Eg
Watch the Drill in Action
https://www.youtube.com/watch?v=eguNGAfdIek
MAX Power Saskatchewan Natural Hydrogen Documentary Video
https://www.youtube.com/watch?v=TXGDtTUbJ2c
History in The Making at Lawson – Video Immediately Ahead of Drill Rig Setup
https://www.youtube.com/watch?v=BNHazk9Sy4E
MAX Power Saskatchewan Natural Hydrogen Documentary Video
https://www.youtube.com/watch?v=TXGDtTUbJ2c
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About MAX Power
MAX Power is an innovative mineral and energy exploration company focused on the shift to decarbonization. The Company’s Lawson Discovery near Central Butte, Saskatchewan, represents Canada’s first-ever subsurface Natural Hydrogen system confirmed through deep drilling with data validated by three independent labs. MAX Power has built dominant district-scale land positions across Saskatchewan with approximately 2 million acres (~809,000 hectares) of permits covering prime exploration ground prospective for large-volume accumulations of Natural Hydrogen, and has commenced a multi-well follow-up drill program to validate the commerciality of the broader Lawson Complex interpreted to cover a 28 sq. km area along the 475-km Genesis Trend. MAX Power also holds a significant equity position in Homeland Critical Minerals which now owns the Willcox Project in Arizona, a lithium discovery confirmed in early 2024 by MAX Power. MAX Power is committed to responsible exploration and development practices that prioritize environmental stewardship, meaningful community engagement, and strong corporate governance.
On behalf of the Board of Directors:
Ran Narayanasamy, CEO
MAX Power Mining Corp.
info@maxpowermining.com
For further information, please contact:
Chad Levesque, Investor Relations
Ph: 1-306-981-4753
Email: chad@maxpowermining.com
Media Contact:
Sarah Mawji, Venture Strategies
Email: sarah@venturestrategies.com
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Cautionary Statements
This news release contains certain forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is often identified by words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "should", "will" and similar expressions.
Forward-looking information is based on management's current expectations, estimates, projections and assumptions, including, among other things, that required regulatory approvals will be obtained, financing will be available on acceptable terms, planned exploration, appraisal and development activities will proceed as anticipated, equipment and personnel will be available as required, geological interpretations and technical results will support further advancement of the Company's projects, and market conditions will remain favourable.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. Such risks and uncertainties include, without limitation, risks relating to exploration and development activities, geological and technical uncertainties, commercialization of Natural Hydrogen, reservoir performance, infrastructure availability, strategic partnership opportunities, market acceptance, commodity and energy prices, access to capital, regulatory approvals, environmental and permitting requirements, and general economic, market and business conditions.
Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update or revise any forward-looking information, whether due to new information, future events or otherwise, except as required by applicable securities laws.
Additional information regarding the Company and the risks and uncertainties affecting its business and operations is available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.