Vancouver, British Columbia–(Newsfile Corp. – January 31, 2025) – MAX RESOURCE CORP. (TSXV: MAX) (OTC Pink: MXROF) (FSE: M1D2) (“Max” or the “Company”) is pleased to announce that Max Iron Brazil Ltd., following its press releases on December 12, 2024, January 2, 2025, January 7, 2025, January 9, 2025, and January 20, 2025, has received an in-principle recommendation from ASX Limited (“ASX”) to advance plans for listing on the official list. (“Max Brazil”), a former wholly-owned subsidiary of the Company, has received an in-principle recommendation from ASX Limited (the “ASX”) regarding its suitability to advance plans for listing on the official list of the Australian Securities Exchange. Max Brazil plans to submit a prospectus to the Australian Securities and Investments Commission in the first quarter of 2025.

Max Brazil is conducting a non-brokered pre-IPO private placement (the “Pre-IPO”) of up to 30,000,000 common shares (the “Common Shares”) of Max Brazil’s capital at a price of AUD$0.10 per Common Share for total gross proceeds of up to AUD$3,000,000. As of January 20, 2025, Max Brazil has acquired a total of 25,000,000 Common Shares for total gross proceeds of AUD$2,500,000 prior to the IPO.

Max Brazil intends to conduct an initial public offering (the “IPO”) and apply for the listing of the Common Shares on the ASX. The current plan is for the IPO to consist of at least 30,000,000 Common Shares of Max Brazil’s capital at a price of AUD$0.20 per Common Share for total gross proceeds of at least AUD$6,000,000 up to a maximum of 50,000,000 Common Shares for total gross proceeds of AUD$10,000,000.

Upon completion of the IPO and assuming the Pre-IPO is fully subscribed, the Company is currently expected to own approximately 59% of the issued and outstanding Common Shares if Max Brazil completes the minimum IPO, and 52% if Max Brazil completes the maximum IPO. The Company’s ownership in Max Brazil may be reduced to below 50% if the terms of the IPO are changed, due to subsequent issuances, or for other reasons deemed acceptable by the Company’s board of directors.

Upon completion of the IPO and listing on the ASX, the Common Shares will be admitted for trading on the ASX and Max Brazil will be subject to applicable Australian securities laws and the rules and regulations of the ASX. There is no guarantee that the proposed IPO or listing of Max Brazil on the ASX will be completed on the terms set out in this release or at all.

The current plan is for the net proceeds of the IPO to be used, among other things, for the further development of the Florália DSO Hematite Iron Ore Project (the “Florália DSO Project”), located 67 km east of Belo Horizonte, Minas Gerais, Brazil.

The completion of the IPO is subject to a number of conditions, including obtaining all necessary corporate and regulatory approvals. The IPO constitutes a “Reviewable Disposition” under Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange (the “TSXV”) and is therefore subject to approval by the Company’s shareholders.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Max Resource Corp.

The Sierra Azul project, 100% owned by the company, is located in the Colombian part of the world’s largest producing copper belt (Andean Belt) and boasts first-class infrastructure and the presence of global corporations (Glencore and Chevron). Max has entered into an Earn-In Agreement (EIA) with Freeport-McMoRan Exploration Corporation (Freeport), a wholly-owned subsidiary of Freeport-McMoRan Inc. (NYSE: FCX), regarding the Sierra Azul project. Under the terms of the EIA, Freeport has been granted a two-stage option to acquire up to an 80% interest in the Sierra Azul project by funding cumulative expenditures of C$50 million and making cash payments to Max totaling C$1.55 million. Max is the operator of the first phase. The 2024 exploration program for the Sierra Azul project, amounting to US$4.2 million, is funded by Freeport.

The company’s DSO Florália project is located 67 km east of Belo Horizonte in Minas Gerais, Brazil’s largest iron ore and steel producing state. Max’s technical team has significantly expanded the geological target of Florália hematite from 8-12mt at 58% Fe to 50-70mt at 55%-61% Fe.

Max Brazil has now commenced the first drilling program on the DSO Florália project, consisting of approximately 1,000 m of diamond drilling and 800 m of mobile auger drilling.

The company has established an Australian entity, Max Brazil, to hold the “Florália DSO Project” through existing Canadian and Brazilian holding companies. As announced on January 9, 2025, Max Brazil plans to list on the ASX Limited (“ASX” or “Australian Stock Exchange”).

Max cautions investors that the potential quantity and grade of the iron ore is conceptual in nature, that insufficient exploration has been conducted to define a mineral resource, and that Max is uncertain whether further exploration will result in the target being delineated as a mineral resource.

The estimate of the tonnage potential of the hematite mineralization is based on high-grade outcrops on site as well as interpreted and modeled magnetic anomalies. The density value used for the estimate is 2.8 t/m³. The grades of the hematite samples range between 55-61% Fe. The estimate of the tonnage potential of the hematite mineralization is based on the interpreted and modeled magnetic anomalies of the hematite outcrops on site. The density value used for the estimate is 2.5 t/m3. The 58 channel samples were taken for chemical analysis from in-situ outcrops in previously mined slopes of industrial material. The channel samples averaged 14 kg in weight. Chemical analysis was performed at ALS Laboratories. Metal oxides are determined by XRF analysis. The fusion discs are made with crushed samples and the addition of a borate-based flux. Max did not insert standards or blanks into the assay stream and relies on ALS Laboratory’s QA/QC.

For more information, please visit: https://www.maxresource.com and https://maxironbrazil.com/.
For further information please contact:
Tim McNulty E: info@maxresource.com
T: (604) 290-8100
Rahim Lakha E: rahim@bluesailcapital.com

Brett Matich T: (604) 484 1230

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains certain statements that may be considered “forward-looking statements”. All statements in this press release, other than statements of historical facts, that address events or developments that the company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results may differ materially from those in the forward-looking statements. The forward-looking statements in this press release include the anticipated use of proceeds from the offering. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the company’s management on the date the statements are made. Except as required by applicable securities laws, the company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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