MAX Power Arranges Targeted Strategic Private Placements to Raise up to $3.2 Million
(TheNewswire)
VANCOUVER, B.C. - TheNewswire - (July15, 2025) – MAX Power Mining Corp. (CSE: MAXX; OTC: MAXXF; FRANKFURT:89N) (“MAX Power” or the “Company”) ispleased to announce a non-brokered private placement of units of theCompany at a price of C$0.20 per unit under a LIFE offering and aconcurrent non-brokered private placement of units of the Company at aprice of C$0.16 per unit for maximum aggregate gross proceeds of up toapproximately C$3,200,000 (the "Offering").
Subject to compliance with applicable regulatoryrequirements and in accordance with National Instrument 45-106- ProspectusExemptions ("NI 45-106"), aportion of the Offering is being made to purchasers resident inCanada, excluding Québec, pursuant to the listed issuer financingexemption under Part 5A of NI 45-106 (the "LIFE Offering").Pursuant to the LIFE Offering, the Company will issue up to a maximumof 10,000,000 units (the "Units") at a price of C$0.20 per Unit forcombined maximum gross proceeds of up to approximately C$3,200,000when aggregated with a fully spoken for Concurrent Placement (asdefined herein) involving new strategic investors.
The securities comprising the LIFE Offering will not besubject to a hold period in accordance with applicable Canadiansecurities laws. An offering document related to the LIFE Offeringwill be made available under the Company's profile at www.sedarplus.ca and on the Company's website at www.MaxPowerMining.com. Prospectiveinvestors should read the offering document before making aninvestment decision.
Each Unit will comprise one common share in the capitalof the Company (a "Share") and one Share purchase warrant (a"Warrant"). Each Warrant will entitle the holder thereof toacquire one additional share (a "Warrant Share")at a price of C$0.25 per Warrant Share from the date that is 61 daysafter the closing date of the LIFE Offering until the date that is 24months from the closing date of the LIFE Offering.
In addition to the LIFE Offering, the Company willundertake a concurrent non-brokered private placement to purchasersunder other applicable exemptions pursuant to NI 45-106 (the"ConcurrentPlacement"). The Concurrent Placement willconsist 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 grossproceeds of up to C$3,200,000 when aggregated with the LIFEOffering.
Each Non-LIFE Unit will comprise one Share and oneShare purchase warrant (a "Non-LIFE Warrant"). Each Non-LIFE Warrantwill entitle the holder thereof to acquire one additional share (a"Non-LIFE WarrantShare") at a price of C$0.25 per Non-LIFEWarrant Share for a period of 24 months from the closing date of theConcurrent Placement.
All securities issued in connection with the ConcurrentPlacement will be subject to a statutory hold period of four monthsplus a day from the date of issuance in accordance with applicablesecurities legislation.
In connection with the Offering and the ConcurrentPlacement, the Company may pay finders' fees of up to 7.0% of thegross proceeds raised by the Company from the sale of Units tosubscribers directly introduced to the Company by eligible finders. Inaddition, the Company will issue to eligible finders non-transferablefinders' warrants of up to 7.0% of the number of Units sold (the“Finder’sWarrants”). Each Finder's Warrant issued inconnection with the Offering and the Concurrent Placement will entitlethe holder to purchase one Share at an exercise price of C$0.25 for aperiod of 24 months from the date of issuance.
The Warrants, the Non-Life Warrants, and the Finder’sWarrants will be subject to an accelerated expiry clause. Under theacceleration provision, if the closing price of the Company's commonshares is $0.40 or higher for 10 consecutive trading days, theexercise period of the Warrants, the Non-Life Warrants, and theFinder’s Warrants will be reduced to 30 calendar days. The 30-dayaccelerated expiry period will begin seven calendar days after the endof the premium trading period. Any Warrants, Non-Life Warrants, andFinder’s Warrants not exercised before the end of this 30-day periodwill expire and be void.
All other terms of the Warrants will remainunchanged.
The Company intends to use the proceeds raised from theOffering for exploration of its Natural Hydrogen properties inSaskatchewan and for working capital and general corporatepurposes.
Closing of the Offering is subject to a number ofconditions, including receipt of all necessary corporate andregulatory approvals, including the Canadian Securities Exchange (the"CSE"). The Company may, at its discretion, elect to closethe Offering in one or more tranches. The aggregate of the LIFEOffering and Concurrent Placement shall be a minimum of 15,000,000units for minimum gross proceeds of C$2,700,000 and a maximum of17,500,000 units for maximum gross proceeds of approximatelyC$3,200,000.
It is anticipated that insiders of the Company willparticipate in both the LIFE Offering and the Concurrent Placement.The issuance of Units to insiders will be considered a "relatedparty transaction" within the meaning of Multilateral Instrument61-101 - Protection ofMinority Security Holders in Special Transactions ("MI61-101"). The Company is relying onexemptions from the formal valuation requirements of MI 61-101pursuant to section 5.5(a) and the minority shareholder approvalrequirements of MI 61-101 pursuant to section 5.7(1)(a) in respect ofsuch insider participation as the fair market value of thetransaction, insofar as it involves interested parties, does notexceed 25% of the Company's market capitalization.
Incentive Stock Options
The Company further wishes to announce that as part of its Incentiveprogram it has issued 7,550,000 Options to certain Directors,officers, Consultants and employees. The options were granted with anexercise price of $0.23 per common share and will be subject to theterms and condition of the Option Plan as approved by Shareholders asat the last Shareholder meeting. The option grants may further besubject to vesting terms as determined by the Board of Directors.
MAX Power Corporate Video – NaturalHydrogen
Learn more about MAX Power and its opportunity in theNatural Hydrogen space by clicking on the following link:
https://www.youtube.com/watch?v=xYkQN-PosNg
MAX Power Natural HydrogenPresentation
Learn more about MAX Power’s advantagein North America’s Natural Hydrogen sector by clicking on thefollowing link:
https://www.maxpowermining.com/Maxpower_Hydrogen_June18_2025.pdf
About MAX Power
MAX Power is an innovative mineral exploration companyfocused on North America’s shift to decarbonization. The Company isa first mover in the rapidly growing Natural Hydrogen sector where ithas built a dominant district scale land position with approximately1.3 million acres (521,000 hectares) of permits covering primeexploration ground prospective for large volume accumulations ofNatural Hydrogen. High priority initial drill target areas have beenoutlined. MAX Power alsoholds a portfolio of properties in the United States and Canadafocused on critical minerals. These properties are highlighted by a2024 diamond drilling discovery at the Willcox Playa Lithium Projectin southeast Arizona.
On behalf of the Board ofDirectors,
Mansoor Jan -CEO
MAX Power MiningCorp.
info@maxpowermining.com
For further information, please contact:
Chad Levesque
Ph:1-306-981-4753
Email: ChadLevesqueConsulting@gmail.com
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 suchrisk factors and their potential effects.
Neither theCanadian Securities Exchange nor its Regulation Services Provideraccepts responsibility for the adequacy or accuracy of thisrelease.
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