Max Power Mining Corp. — Proxy Solicitation & Information Statement 2025

Aug 6, 2025

MAX Power Mining Corp

MAX POWER MINING CORP.

NOTICE OF ANNUAL GENERAL MEETING and SPECIAL OF SHAREHOLDERS
TO BE HELD ON AUGUST 29, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of shareholders of Max Power Mining Corp. (the "Company") will be held at Suite 1100-1111 Melville Street Vancouver British Columbia, on August 29, 2025 at the hour of 10:00 a.m. (PST) for the following purposes:

1. to receive the audited financial statements of the Company for the year ended December 31, 2024.
2. to set the number of directors of the Company at four (4);
3. to elect the Board of Directors of the Corporation for the ensuing year;
4. to appoint D&H Group LLP as the auditors of the Company for the year ending December 31, 2025 and to authorize the board of directors to fix the remuneration payable thereto;
5. to consider and, if thought fit, to pass an ordinary resolution (not including votes attaching to securities beneficially owned by related persons (as such term is defined in National Instrument 45-106 Prospectus Exemptions, to whom securities may be issued as compensation or under the Company's Omnibus Equity Incentive Plan), to ratify, confirm and approve the adoption of the Company's Omnibus Equity Incentive Plan, as described in the accompanying information circular (the "Information Circular"); and
6. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying information circular (the "Information Circular") provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Information Circular before voting.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice is a (i) form of proxy or voting instruction form, and (ii) request for financial statements form.

The consolidated audited financial statements for the year ended December 31, 2024 the report of the auditor and the related management discussion and analysis will be made available at the Meeting and are available on www.sedarplus.ca.

In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form provided with the Circular and submit votes no later than Wednesday August 27, 2025 at 10:00 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting, or such earlier time as may be directed in the form.

DATED at Vancouver, British Columbia, July 28, 2025 By

Order of the Board of

MAX POWER MINING CORP.

"Mansoor Jan"

Mansoor Jan

Chief Executive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING