Private Placement Terms

Each Unit will consist of one common share in the capital of the Company and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant will be exercisable to acquire one share at an exercise price of $0.30 per share for a period of 24 months from the date of issuance, subject to an acceleration right.

Acceleration Clause

If, at any time after the date of issuance of the Warrant, the closing price of the Company’s common shares on the CSE (or such other stock exchange on which the common shares may be traded from time to time) is at or above C$0.45 per share for a period of 10 consecutive trading days (the “Triggering Event”), in which 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 Company announcing the Triggering Event and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offering is being made to purchasers resident in each of the Provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Exemption"). The securities offered under the Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.MaxPowerMining.com. Prospective investors should read this Offering Document before making an investment decision.

In connection with the Offering, the Company may pay finder's fees consisting of: (i) cash finder's fees of up to 7% of the gross proceeds of the Offering; and (ii) finder warrants (“Finder’s Warrant”) in an amount equal to up to 7% of the number of Units issued pursuant to the Offering, exercisable at a price of C$0.35 per common share for a period of 24 months following the closing date of the Offering which will also be subject to the above acceleration clause.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

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