MAX Power Mining Corp. (
CSE: MAXX; OTC:
MAXXF;
FRANKFURT: 89N) (“
Max
Power” or the “
Company”) announces a
non-brokered private placement of up to 8,500,000 units (the
"Units") of the Company at a price of C$0.195 per Unit (the
"Offering Price") for gross proceeds to the Company of up to
C$1,657,500 (the "Offering") targeting strategic investors.
The Offering is scheduled to close on or about
May 15, 2024 (the “Closing Date”) and completion of the Offering is
subject to certain conditions including the receipt of all
necessary approvals, including the approval of the Canadian
Securities Exchange (“CSE”).
Private Placement Terms
Each Unit will consist of one common share in
the capital of the Company (a “Share”) 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 CDN$0.30
per Share for a period of 24 months from the date of issuance,
subject to the following 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 CDN$0.50 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
$0.30 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.
The Company plans to use the net proceeds of
this financing for exploration, evaluation of new resource
projects, general and administrative expenses which will include
funds for marketing and investor relations fees and cash for
working capital.
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.
About MAX Power
MAX Power is a dynamic exploration stage
resource company targeting domestic lithium resources to advance
North America’s renewable energy prospects while reviewing other
strategic opportunities in the global shift to decarbonization. MAX
has also entered into a cooperative research and development
agreement with the University of California Lawrence Berkeley
National Laboratory (LBNL) to develop state-of-the-art direct
lithium extraction (DLE) technologies for brine resources.
On behalf of the Board of Directors
“Rav Mlait”
CEOMAX Power Mining Corp.
MarketSmart Communications at 877-261-4466.
Company Contact info@maxpowermining.com, 778-655-9266
NOT FOR DISTRIBUTION TO UNITED STATES
NEWS WIRE SERVICES ORFOR DISSEMINATION IN THE
UNITED STATES
Forward-Looking, Cautionary
Statements
This press release contains forward looking
statements within the meaning of applicable securities laws. The
use of any of the words “anticipate”, “plan”, “continue”, “expect”,
“estimate”, “objective”, “may”, “will”, “project”, “should”,
“predict”, “potential” and similar expressions are intended to
identify forward looking statements. In particular, this press
release contains forward looking statements concerning, without
limitation, statements relating to the Offering (including with
respect to the timing and closing of the Offering). Although the
Company believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because the
Company cannot give any assurance that they will prove correct.
Since forward looking statements address future events and
conditions, they involve inherent assumptions, risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of assumptions, factors and
risks. These assumptions and risks include, but are not limited to,
assumptions and risks associated with the receipt of regulatory or
shareholder approvals, and risks related to the state of financial
markets or future metals prices.
Management has provided the above summary of
risks and assumptions related to forward looking statements in this
press release in order to provide readers with a more comprehensive
perspective on the Company’s future operations. The Company’s
actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any of
the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what benefits the
Company will derive from them. These forward-looking statements are
made as of the date of this press release, and, other than as
required by applicable securities laws, the Company disclaims any
intent or obligation to update publicly any forward-looking
statements, whether as a result of new information, future events
or results or otherwise.
Neither the Canadian Securities Exchange
nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.