MAX RESOURCE CORP.
TSX.V MAX

Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

Expressed in Canadian Dollars

Max Resource Corp.

Table of Contents

(Expressed in Canadian Dollars)

Independent Auditor's Report...2-4

Financial Statements

Consolidated Statements of Financial Position...5

Consolidated Statements of Loss and Comprehensive Loss...6

Consolidated Statements of Changes in Shareholders' Equity...7

Consolidated Statements of Cash Flows...8

Notes to the Consolidated Financial Statements...9-35

D M C L

dmcl.ca

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor's Report

To the Shareholders of Max Resource Corp.

Opinion

We have audited the consolidated financial statements of Max Resource Corp. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which indicates that the Company incurred a net loss of $5,674,833 during the year ended December 31, 2024. These events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Vancouver	Surrey	Tri-Cities	Victoria
1500 - 1140 West Pender St.
Vancouver, BC V6E 4G1
604.687.4747	200 - 1688 152 St.
Surrey, BC V4A 4N2
604.531.1154	700 - 2755 Lougheed Hwy
Port Coquitlam, BC V3B 5Y9
604.941.8266	320 - 730 View St.
Victoria, BC V8W 3Y7
250.800.4694

Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is David Goertz.

Dmcl.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC

April 30, 2025

Max Resource Corp.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)

	Note	December 31, 2024	December 31, 2023
ASSETS		$	$
Current
Cash and cash equivalents	3,4	4,042,394	6,308,230
Receivables		-	19
Taxes recoverable		21,165	122,725
Prepaids and deposits	13	655,996	129,548
		4,719,555	6,560,522
Equipment	5	721,620	389,727
Exploration and evaluation assets	3,6,13	14,333,695	11,769,566
Right-of-use asset	8	85,357	30,956
		19,860,227	18,750,771
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payables and accrued liabilities	3,9,13	3,435,848	1,208,438
Advances for exploration projects	6	489,860	-
Loan payable	10	-	33,762
Current portion of lease liability	8	36,279	32,940
		3,961,987	1,275,140
Lease liability	8	53,657	-
		4,015,644	1,275,140
Shareholders' equity
Share capital	3,12	60,210,706	58,970,706
Share subscriptions	12	2,006,846	-
Reserves	12	8,087,647	7,259,075
Deficit		(54,428,983)	(48,754,150)
Accumulated other comprehensive loss		(31,633)	-
		15,844,583	17,475,631
		19,860,227	18,750,771

Nature of operations and going concern (Note 1)
Commitments (Note 16)
Contingency (Note 17)
Subsequent events (Note 20)

Approved and authorized for issue on behalf of the Board on April 30, 2025.

DIRECTOR "Paul John" DIRECTOR "Brett Matich"
Paul John Brett Matich

See accompanying notes to the consolidated financial statements

Max Resource Corp.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)

	Note	2024	Year Ended December 31, 2023
		$	$
OPERATING EXPENSES
Accretion	11	-	38,583
Consulting and employment costs	13	1,068,212	1,245,781
Depreciation	5,8	128,137	120,658
Foreign exchange		18,535	169,996
Management fees	13	515,509	503,000
Marketing		183,282	261,793
Office and miscellaneous	8	409,695	721,991
Professional fees		595,256	451,613
Property investigation costs	7	345,309	85,162
Share-based compensation	12,13	2,068,572	-
Transfer agent and filing fees		25,962	40,199
Travel and related costs		527,496	521,076
		(5,885,965)	(4,159,852)
Interest income		153,452	460,542
Operator fee income		57,680	-
Gain on settlement of debt	11	-	247,878
Write-off of exploration and evaluation assets	6	-	(4,125,936)
		211,132	(3,417,516)
Loss for the year		(5,674,833)	(7,577,368)
Other comprehensive loss
Foreign currency translation adjustment		(31,633)	-
Comprehensive loss for the year		(5,706,466)	(7,577,368)
Loss per share - basic and diluted		$ (0.03)	$ (0.05)
Weighted average number of common shares outstanding		177,971,757	163,725,421

See accompanying notes to the consolidated financial statements

Max Resource Corp.

Consolidated Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars)

	Share capital
	Note	Number of shares	Amount	Share subscriptions	Reserves	Deficit	Accumulated Other Comprehensive Loss	Total
			$	$	$	$	$	$
Balance at December 31, 2022		161,884,325	57,566,252	-	7,259,075	(41,176,782)	-	23,648,545
Shares issued for exploration assets	3,6,12	14,000,000	1,404,454	-	-	-	-	1,404,454
Loss for the year		-	-	-	-	(7,577,368)	-	(7,577,368)
Balance at December 31, 2023		175,884,325	58,970,706	-	7,259,075	(48,754,150)	-	17,475,631
Shares issued on vesting of PSUs	12	4,000,000	1,240,000	-	(1,240,000)	-	-	-
Share subscriptions received	12	-	-	2,006,846	-	-	-	2,006,846
Share-based compensation	12	-	-	-	2,068,572	-	-	2,08,572
Other comprehensive loss		-	-	-	-	-	(31,633)	(31,633)
Loss for the year		-	-	-	-	(5,674,833)	-	(5,674,833)
Balance at December 31, 2024		179,884,325	60,210,706	2,006,846	8,087,647	(54,428,983)	(31,633)	15,844,583

See accompanying notes to the consolidated financial statements

Max Resource Corp.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

	Year Ended December 31,
	2024	2023
	$	$
Cash flows used in operating activities
Loss for the year	(5,674,833)	(7,577,368)
Items not affecting cash:
Accretion	-	38,583
Depreciation	128,137	120,658
Gain on settlement of debt	-	(247,878)
Gain on termination of lease	(1,547)	-
Interest on lease liability	12,503	7,342
Share-based compensation	2,068,572	-
Unrealized gain on foreign exchange	(31,633)	(350)
Write-off of exploration and evaluation assets	-	4,125,936
Changes in non-cash working capital items:
Receivables	19	135,926
Taxes recoverable	101,560	44,493
Prepaids	(526,448)	(40,273)
Accounts payables and accrued liabilities	808,841	(131,986)
Advances for exploration projects	489,860	-
	(2,624,969)	(3,524,917)
Cash flows used in investing activities
Cash acquired on Bay Street acquisition	-	5,391
Exploration and evaluation asset expenditures	(6,240,344)	(5,606,680)
Advances received from exploration and evaluation asset expenditures	5,094,784	-
Purchase of equipment	(419,970)	(61,130)
	(1,565,530)	(5,662,419)
Cash flows used in financing activities
Share subscriptions received	2,006,846	-
Proceeds from loans payable	-	33,762
Repayment of loan payable	(33,762)	-
Repayment of lease liabilities	(48,421)	(54,893)
Repayment of long-term debt	-	(83,562)
	(1,924,663)	(104,693)
Change in cash and cash equivalents during the year	(2,265,836)	(9,292,029)
Cash and cash equivalents, beginning of year	6,308,230	15,600,259
Cash and cash equivalents, end of year	4,042,394	6,308,230

Summary of cash and cash equivalents (Note 4)
Supplemental cash flow information (Note 15)

See accompanying notes to the consolidated financial statements

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

1. NATURE OF OPERATIONS AND GOING CONCERN

Max Resource Corp. (the "Company" or "Max Resource") was incorporated on April 25, 1994, under the laws of the province of Alberta, Canada, and continued its jurisdiction of incorporation into British Columbia on February 5, 2019. The Company's principal activity is the acquisition and exploration of mineral properties in South America and Canada. The Company's shares traded on the TSX Venture Exchange ("TSX-V") under the symbol "MXR" until March 9, 2022. On March 10, 2022, the Company shares began trading on the TSX-V under the symbol "MAX".

The Company's head office is located at #1570 – 200 Burrard St., Vancouver, British Columbia, Canada, V6E 1S4 and its registered and records office is located at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, Canada, V7Y 1B3.

On November 14, 2023, the Company executed a Share Exchange Agreement with Bay Street Mineral Corp. ("Bay Street") whereby the Company acquired 100% of the issued and outstanding common shares of Bay Street, a company incorporated in British Columbia, Canada, that holds a 3% net smelter royalty ("NSR") on certain mineral claims owned by the Company under its Sierra Azul Copper-Silver Project (Note 3).

These consolidated financial statements for the year ended December 31, 2024 (the "Financial Statements") have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. The recoverability of carrying amounts for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral properties, the ability of the Company to obtain necessary financing to complete exploration and development, achievement of future profitable production or proceeds from the disposition thereof. The Company incurred a comprehensive loss of $5,706,466 during the year ended December 31, 2024 and has not yet determined whether these properties contain ore reserves that are economically recoverable. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

These Financial Statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. Such adjustments could be material.

2. MATERIAL ACCOUNTING POLICY INFORMATION

Statement of compliance with International Financial Reporting Standards

These Financial Statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards, approved by the International Accounting Standards Board ("IASB"), in effect for the Company's reporting for the year ended December 31, 2024.

These Financial Statements were approved by the Board of Directors of the Company and authorized for issuance on April 30, 2025.

Basis of preparation

These Financial Statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value. In addition, the Financial Statements have been prepared using the accrual basis of accounting except for cash flow disclosure. The Financial Statements are presented in Canadian dollars ("CAD"), unless otherwise noted.

The material accounting policy information set out below have been applied consistently to all periods presented in these Financial Statements.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Basis of consolidation

The Financial Statements include the accounts of the Company and the following wholly owned subsidiaries:

	Incorporation	Functional Currency	Percentage owned 2024	Percentage owned 2023
Gachala Colombia Corp.	Canada	CAD	100%	100%
Gachala Colombia Corp Sucursal Colombia (“Gachala”)	Colombia	CAD	100%	100%
MAXCO Holdings Colombia Corp. (fka PGE Americas Metals Corp.) (“MAXCO”)	Canada	CAD	100%	100%
Maximum Company Colombia S.A.S. (“Maximum”)	Colombia	CAD	100%	100%
Valleduper Colombia Corp. (“Valleduper”)	Canada	CAD	100%	100%
Max Resource Colombia S.A.S (fka Valleduper Colombia S.A.S.) (“MR Colombia”)	Colombia	CAD	100%	100%
Baccancas Colombia Corp. (“Baccancas”)	Canada	CAD	100%	100%
Max Resource Sierra S.A.S (fka Baccancas Colombia S.A.S.) (“MR Sierra”)	Colombia	CAD	100%	100%
Bocono Colombia Corp. (“Bocono”)	Canada	CAD	100%	100%
Max Resource Guajira S.A.S (fka Bocono Colombia Corp S.A.S.) (“MR Guajira”)	Colombia	CAD	100%	100%
Max Resource Holding S.A.S. (fka Reposado Holding Company S.A.S.) (“MR Holding”)	Colombia	CAD	100%	-
TUCO Resource Corp. (“TUCO Canada”)	Canada	CAD	100%	100%
TUCO Resource Corp. S.A.C (“TUCO”)	Peru	CAD	100%	100%
Bay Street Mineral Corp. (“Bay Street”)	Canada	CAD	100%	100%
Max Iron Brazil Ltd. (“Max Iron”)	Australia	AUD	100%	-
Max Resource Brazil Corp. (“Max Brazil Canada”)	Canada	CAD	100%	-
Max Resource Brazil Ltda. (“MR Brazil”)	Brazil	CAD	100%	-

On December 19, 2023, the Company incorporated Maximum, a wholly owned subsidiary of MAXCO. On March 22, 2024, the Company incorporated MR Holding, a wholly owned subsidiary of Valleduper, Baccancas, and Bocono. On April 25, 2024, the Company incorporated Max Brazil Canada. On June 6, 2024, the Company incorporate MR Brazil, a wholly owned subsidiary of Max Brazil Canada. On October 31, 2024, the Company incorporated Max Iron.

On December 24, 2024, the Company transferred its 100% ownership in Max Brazil Canada to Max Iron for additional shares of Max Iron.

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

Subsidiaries

Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Use of estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the period. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. Significant estimates and judgements made by management in the preparation of these Financial Statements are outlined below.

Significant judgements

Going concern

The assessment of the Company's ability to continue as a going concern and whether there exists material uncertainties that may cast doubt involves management judgement about the Company's resources and future prospects (Note 1).

Functional currency

The functional currency of the Company and its wholly owned subsidiaries, except Max Iron, is the CAD. The functional currency of Max Iron is the Australian Dollar ("AUD"). Determination of functional currency may involve certain judgments to determine the primary economic environment which is re-evaluated for each new entity or if conditions change.

Economic recoverability and probability of future economic benefits of mineral exploration and evaluation assets

Management must use judgment when determining whether there are indicators that its mineral properties may be impaired. Indicators that are considered by management are described in the Company's accounting policy for exploration and evaluation assets.

Acquisition of assets

The determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits. The acquisition with Bay Street was determined to constitute an acquisition of assets (Note 3).

Significant estimates

Valuation of share-based compensation

The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation and other equity-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's earnings and equity reserves.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Use of estimates and judgements (continued)

Valuation of right-of-use asset and lease liability

The application of IFRS 16 requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining the contract term and determining the interest rate used for discounting of future cash flows.

The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.

The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified.

Foreign currency translation

Functional and presentation currency:

The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The functional currency of the Company and its subsidiaries, except Max Iron, is the CAD while the functional currency of Max Iron is the AUD. The Financial Statements are presented in CAD which is the parent company's presentation currency.

Transactions and balances:

Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities, expenses and other income arising from foreign currency transactions are translated at the exchange rate in effect at the date of the transaction. Exchange gains or losses arising from the translation are included in the determination of losses in the statements of loss and comprehensive loss.

Where applicable, the functional currency is translated into the presentation currency using the period end rates for assets and liabilities, while the operations are translated using average rates of exchange with the exchange differences arising on translation being recognized in other comprehensive loss.

Cash and cash equivalents

Cash and cash equivalents include cash and highly liquid investments held in the form of money market investments and certificates of deposit with maturity dates less than 90 days or with investment terms that allow for penalty free redemption after one month.

Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

Classification (continued)

The following table shows the classification of financial instruments under IFRS 9:

Financial assets/liabilities	Classification
Cash and cash equivalents	FVTPL
Receivables	Amortized cost
Accounts payables	Amortized cost
Loan payable	Amortized cost

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive loss.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expire. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statements of loss and comprehensive loss.

As at December 31, 2024 and 2023, the Company did not have any derivative financial liabilities.

Equipment

Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs directly related to a recognized asset are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of significant replaced parts are derecognized. All other repairs and maintenance costs are charged to the statement of loss and comprehensive loss during the financial period in which they are incurred.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Equipment (continued)

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss. Depreciation is calculated using the declining balance method or straight-line basis to write off the cost of the assets to their residual values over their estimated useful lives. The depreciation rates applicable to each category is as follows:

Class	Depreciation rate
Computers	55% declining balance
Equipment	20% declining balance
Office furniture	20% declining balance
Vehicles	10 years straight line

Exploration and evaluation assets

The Company's exploration and evaluation assets consist of mineral rights acquired and exploration and evaluation expenditure capitalized in respect of projects that are at the exploration and evaluation stage.

No amortization charge is recognized in respect of exploration and evaluation assets. These assets are transferred to property, plant and equipment upon the commencement of mine development.

Exploration and evaluation expenditures in the relevant area of interest comprises costs which are directly attributable to:

Acquisition;
Surveying, geological, geochemical and geophysical;
Exploratory drilling;
Land maintenance;
Sampling; and
Assessing technical feasibility and commercial viability.

Exploration and evaluation expenditures related to an area of interest where the Company has tenure are capitalized as intangible assets and are initially recorded at cost less impairment.

Exploration and evaluation expenditures also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. Capitalized costs, including general and administrative costs, are only allocated to the extent that those costs can be related directly to operational activities in the relevant area of interest.

Where the Company has entered into option agreements to acquire interests in mineral properties that require periodic share issuances, amounts un-issued are not recorded as liabilities since they are issuable entirely at the Company's option. Option payments are recorded as mineral property costs when the payments are made and share issuances are recorded as mineral property costs using the fair market value of the Company's common shares at the date of the issuance.

All capitalized exploration and evaluation expenditure is assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability or facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The following circumstances indicate that an entity should test exploration and evaluation assets for impairment:

The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
Substantive expenditures on further exploration and evaluation of mineral resources in the specific area is neither budgeted nor planned;

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Exploration and evaluation assets (continued)

Exploration and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and
Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In circumstances where a property is abandoned, the cumulative capitalized costs relating to the property are written off in the period.

Farm outs

The Company uses the carrying amount of the exploration and evaluation asset interest before the farm-out as the carrying amount for the portion of the interest retained. Any cash consideration received is credited against the carrying amount of the portion of the interest retained and is recorded as a recovery, with any excess included as a gain in profit or loss.

Property investigation costs

Costs incurred during the evaluation process, which include geological evaluation, sampling, surveying, legal review, accounting analysis, deposits and standstill arrangements where the Company does not acquire the property or project subsequent to the evaluation process, are expensed as incurred in the statement of loss and comprehensive loss.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Leases (continued)

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

fixed payments, including in-substance fixed payments, less any lease incentives receivable;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee;
exercise prices of purchase options if the Company is reasonably certain to exercise that option; and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

Impairment of non-financial assets

The carrying amount of the Company's assets is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in the statement of loss and comprehensive loss.

The recoverable amount of an asset is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, share warrants, and options are classified as equity instruments.

Incremental costs directly attributable to the issuance of new shares or options are recognized as a deduction from equity, net of tax.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share capital (continued)

Valuation of equity units issued in private placements:

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in private placements is determined to be the more easily measurable component as they are valued at their fair value which is determined by the closing market price on the issuance date. The remaining balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded to reserves.

Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. All of the Company's 11,610,000 (2023 – 11,065,000) and 14,825,000 (2023 – 15,503,704) outstanding options and warrants, respectively, were anti-dilutive and therefore excluded from the diluted loss per share calculation.

Share-based payments

The Company operates an employee stock option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the share-based payment reserve. The fair value of options is determined at the grant date using the Black–Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

Income taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Income taxes (continued)

Deferred income tax

Deferred income tax is provided using the asset and liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Asset acquisitions

Asset acquisitions are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition of assets transferred, liabilities incurred or assumed, and equity instruments issued by the Company, if any. The acquiree's identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date, or if the fair values exceed the consideration paid, then the consideration paid is allocated on a pro rata basis to the identifiable assets acquired based on their relative fair values.

Accounting standards adopted

The following new standards, amendments to standards and interpretations were adopted as of January 1, 2024:

Presentation of Financial Statements (Amendments to IAS 1) – the amendments provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date. These amendments:
specify that the rights and conditions existing at the end of the reporting period are relevant in determining whether the Company has a right to defer settlement of a liability by at least twelve months;
provide that management's expectations are not a relevant consideration as to whether the Company will exercise its rights to defer settlement of a liability; and
clarify when a liability is considered settled.

The Company concludes that the effect of such amendment did not have a material impact and therefore did not record any adjustments to the Financial Statements.

New accounting standards issued and not yet effective

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

New accounting standards issued and not yet effective (continued)

The Company has not yet determined the impact of this amendment on its Financial Statements.

3. ACQUISITION OF BAY STREET

On November 14, 2023 ("Closing Date"), the Company completed a Share Exchange Agreement with the shareholder of Bay Street ("Bay Street Shareholder") whereby the Company acquired 100% of the issued and outstanding common shares of Bay Street for 14,000,000 common shares of the Company with a fair value of $1,404,454. 1,400,000 common shares issued to the Bay Street Shareholder were issued on closing with no hold period while the remaining 12,600,000 common shares issued are subject to hold periods that will release as follows: 2,100,000 common shares every six months from closing. The fair value of the shares were discounted to account for the hold period.

Based on the number of shares acquired and the Company's decision-making power, the Company was determined to be the acquirer. The acquisition was determined to be an asset acquisition as Bay Street did not meet the definition of business. The Company allocated the fair value of consideration paid to the acquired assets and liabilities based on their relative fair values as at the Closing Date.

The total consideration paid totaled $1,404,454 and has been allocated to the assets and liabilities acquired based on their estimated fair values on the Closing Date as follows:

	Total
	$
Consideration:
Shares issued	1,404,454
Total Consideration:	1,404,454
Allocated as follows:
Cash	5,391
Taxes recoverable	5,677
Accounts payable	(163,671)
Exploration and evaluation asset (Note 6)	1,557,057
	1,404,454

4. CASH AND CASH EQUIVALENTS

Cash and cash equivalents on the statement of financial position usually comprise of cash at bank, held in trust, and short-term deposits which are highly liquid and readily convertible into a known amount of cash.

	2024	2023
	$	$
Cash	1,938,183	678,148
Held in trust account	2,016,367	-
Guaranteed investment certificate	87,844	5,630,082
	4,042,394	6,308,230

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

EQUIPMENT

	Computers	Equipment	Office Furniture	Vehicles	Total
	$	$	$	$	$
Cost:
At December 31, 2022	22,661	66,833	4,450	388,009	481,953
Additions	14,298	46,832	-	-	61,130
At December 31, 2023	36,959	113,665	4,450	388,009	543,083
Additions	148,199	10,205	13,486	248,080	419,970
At December 31, 2024	185,158	123,870	17,936	636,089	963,053
Depreciation:
At December 31, 2022	7,616	19,549	773	54,295	82,233
Additions	13,545	18,042	735	38,801	71,123
At December 31, 2023	21,161	37,591	1,508	93,096	153,356
Additions	24,160	15,488	1,131	47,298	88,077
At December 31, 2024	45,321	53,079	2,639	140,394	241,433
Net book value:
At December 31, 2023	15,798	76,074	2,942	294,913	389,727
At December 31, 2024	139,837	70,791	15,297	495,695	721,620

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

A continuity of exploration and evaluation assets is as follows:

	RT Gold Project (Peru)	Sierra Azul Copper-Silver Project (Colombia)	Floralía Project (Brazil)	Total
	$	$	$	$
Balance, December 31, 2022	3,306,046	5,876,637	-	9,182,683
Property acquisition/staking costs	203,761	-	-	203,761
NSR acquired (Note 3)	-	1,557,057	-	1,557,057
Exploration costs
Claim fees	73,589	-	-	73,589
Equipment and supplies	7,190	293,449	-	300,639
General administration	32,486	24,915	-	57,401
Geological consulting (Note 13)	468,706	3,433,269	-	3,901,975
Permits	-	56,383	-	56,383
Rent	-	42,146	-	42,146
Salaries and wages	17,376	417,051	-	434,427
Travel	16,782	68,659	-	85,441
Subtotal	819,890	5,892,929	-	6,712,819
Write-off of exploration asset	(4,125,936)	-	-	(4,125,936)
Balance, December 31, 2023	-	11,769,566	-	11,769,566
Property acquisition/staking costs	-	-	1,380,062	1,380,062
Exploration costs
Assay	-	-	41,691	41,691
Drilling	-	-	6,081	6,081
Equipment and supplies	-	840,986	44,021	885,007
General administration	-	121,739	10,764	132,503
Geological consulting (Note 13)	-	2,246,660	747,273	2,993,933
Permits	-	207,564	15,904	223,468
Rent	-	309,102	-	309,102
Salaries and wages	-	1,137,725	-	1,137,725
Travel	-	549,341	-	549,341
Subtotal	-	5,413,117	2,245,796	7,658,913
Contributions received from optionee	-	(4,994,784)	-	(4,994,784)
Consideration received	-	(100,000)	-	(100,000)
Balance, December 31, 2024	-	12,087,899	2,245,796	14,333,695

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

RT Gold Property

On September 16, 2020, the Company optioned the RT Gold Property which consists of two contiguous mineral concessions within the district of Tabaconas, Peru. On November 4, 2021, the option agreement was amended to change the dates of the payments required. In accordance with the amended option agreement, to earn a 100% interest in the property, the Company must:

pay US$300,000 to the vendors on execution of the agreement (paid);
pay US$300,000 on or before October 30, 2021 (paid);
pay US$150,000 on or before March 20, 2023 (paid);
pay US$150,000 on or before March 20, 2024;
pay US$300,000 on or before March 20, 2025;
pay US$300,000 on or before March 20, 2026;
pay US$3,000,000 on or before March 20, 2027.

In March 2024, the Company decided that substantive expenditures for further exploration on the RT Gold Property would not be budgeted nor planned and as such, the Company wrote off the property as at December 31, 2023. The Company subsequently terminated the option agreement.

Sierra Azul Copper-Silver Project (formerly Cesar Project)

As at December 31, 2024, the Company held 93 (2023 – 88) initial mineral license applications within the northern Andean copper belt in northeastern Colombia. As at December 31, 2024, the Company was awarded 20 (2023 – 20) Colombian Mining Concession contracts (“CMC Contract”) for a period of 30 years, with the ability to extend for an additional 30 years.

All costs incurred prior to receiving the CMC Contracts were expensed as they did not meet the criteria for capitalization under IFRS 6 as the Company did not yet have title to the licenses which were in the application phase with the Colombian National Mining Agency (“ANM”).

On January 27, 2021, the Company signed a consulting agreement with Bay Street to help identify and acquire additional mineral claims around the Company's Sierra Azul Copper-Silver Project. Under the agreement, the consultant was paid $320,000 upon signing of the agreement, which was included in property investigation costs, and was granted a 3% NSR on all mineral claims currently registered to MR Colombia and MR Sierra and any claims registered to these companies up until December 31, 2021. The Company had the right to purchase 100% of the NSR for US$4,000,000 any time prior to production. As at December 31, 2024, 48 (2023 – 48) mineral license applications had been acquired under this agreement of which 20 (2023 – 20) had been converted into CMC contracts. In November 2023, the Company acquired 100% of the issued and outstanding common shares of Bay Street. Upon acquisition, the Company capitalized $1,557,057 to the Sierra Azul Copper-Silver Project (Note 3).

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Sierra Azul Copper-Silver Project (formerly Cesar Project) (continued)

On March 18, 2022, the Company entered into a Cooperation Agreement (the "Agreement") with Endeavour Silver Corp. ("Endeavour") to solidify the terms to cooperate in the acquisition of additional mining properties to be included in the Sierra Azul Copper-Silver Project. Under the Agreement, Endeavour will provide certain financial capabilities required of the Company by the ANM of Colombia for the benefit of securing additional mineral tenures. Endeavour will hold a 0.5% net smelter royalty on any mineral tenures acquired under this Agreement. In accordance with the Agreement, Endeavour subscribed to 6,600,000 units of the Company in March 2022 ("Endeavour Shares"), representing approximately 5% of the Company's outstanding common shares at that time. The Endeavour Shares could not be sold, transferred or disposed of until March 28, 2024. In addition, Endeavour entered into a voting trust agreement to vote its share in favor of the Company's management's recommendations. In May 2024, the Company terminated the agreement with Endeavour and entered into an Amended and Restated Net Smelter Return Royalty Agreement ("Amended Agreement"). In accordance with the Amended Agreement, Endeavour is entitled to a 0.5% net smelter royalty on 47 (2023 – 44) mineral license applications, of which none have been converted into CMC contracts.

In May 2024, the Company entered into an Earn-In Agreement ("EIA") with Freeport-McMoRan Exploration Corporation ("Freeport"), a wholly owned-affiliate of Freeport-McMoRan Inc., relating to the Company's Sierra Azul Copper-Silver Project.

Under the terms of the EIA, Freeport can earn a 51% interest ("First Tier Earn-In") in the Sierra Azul Copper-Silver Project by incurring $20,000,000 in exploration expenditures within five years of the effective date of the EIA and making the following cash payments to the Company:

$100,000 by June 4, 2024 (received);
$160,000 by May 29, 2025;
$160,000 by May 29, 2026;
$160,000 by May 29, 2027;
$160,000 by May 29, 2028; and
$160,000 by May 29, 2029;

The Company will remain the operator of the Sierra Azul Copper-Silver Project during the initial stage.

Once Freeport has earned the First Tier Earn-In, it can earn a further 29% interest ("Second Tier Earn-In"), bringing its total interest in the project to 80%, by submitting a written election to the Company within 60 days of completing the First Earn-In ("Second Tier Earn-In Election"). Freeport can earn the Second Tier Earn-In by incurring an additional $30,000,000 in exploration expenditures within five years of the effective date of the Second Tier Earn-In Election and making the following cash payments to the Company:

$150,000 within one year from the Second Tier Earn-In Election date;
$150,000 within two years from the Second Tier Earn-In Election date;
$150,000 within three years from the Second Tier Earn-In Election date;
$150,000 within four years from the Second Tier Earn-In Election date; and
$150,000 within five years from the Second Tier Earn-In Election date.

During the year ended December 31, 2024, the Company received $5,484,644 from Freeport for exploration activities of which $4,994,784 was applied to the exploration and evaluation assets and $489,860 was advanced for future exploration activities.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Florália Project

In August 2024, the Company completed its due diligence in regard to a conditional Letter of Intent ("LOI") with Jaguar Mining Inc. ("Jaguar"), signed on April 12, 2024. In August 2024, the Company and Jaguar entered into a Definitive Mineral Right Purchase Agreement ("DMRPA"). In accordance with the DMRPA, the Company purchased 100% of the Florália Mineral Right n° 832.022/2028 ("Florália Mineral Right") subject to making cash payments totaling US$1,000,000 as follows:

US$100,000 non-refundable deposit (paid);
US$200,000 within five business days following the effective date of the DMRPA (paid);
US$300,000 within five business days following the date on which the Brazilian Mining Agency approves and publishes the transfer of the Mineral Permit to Max at the Official Gazette (included in accounts payable (Note 9));
US$200,000 within five business days following the date of 6 months from the effective date of the DMRPA (included in accounts payable (Note 9)); and
US$200,000 within five business days following the date of 12 months from the effective date of the DMRPA (included in accounts payable (Note 9)).

7. PROPERTY INVESTIGATION COSTS

During the year ended December 31, 2024, $345,309 (2023 - $85,162) was charged to property investigation costs in the consolidated statement of loss and comprehensive loss in relation to several potential acquisition targets being considered in Brazil and Colombia where the Company did not proceed after the evaluation process.

8. RIGHT-OF-USE ASSET AND LEASE LIABILITY

As of February 2023, the Company leased an office space in Vancouver, Canada. In June 2023, the office lease was amended to decrease the future monthly payments from $6,190 per month to $4,305 per month. In April 2024, the Company terminated the June 2023 lease agreement and entered into a new lease agreement for new office space which incurs lease payments of $3,945 per month for a period of three years and includes a 90-day cancellation period with notice by all parties to the lease.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

8. RIGHT-OF-USE ASSET AND LEASE LIABILITY (continued)

Right-of-use assets

	Office Space
	$
Cost:
At December 31, 2022	-
Additions	106,625
Revaluation	(26,134)
At December 31, 2023	80,491
Additions	113,808
Disposals	(80,491)
At December 31, 2024	113,808
Depreciation:
At December 31, 2022	-
Additions	49,535
At December 31, 2023	49,535
Additions	40,060
Disposals	(61,144)
At December 31, 2024	28,451
Net book value:
At December 31, 2023	30,956
At December 31, 2024	85,357

Depreciation of right-of-use asset is calculated using the straight-line method over the remaining lease term.

Lease Liabilities

	2024	2023
	$	$
Balance, beginning of year	32,940	-
Additions	113,808	106,625
Revaluation	-	(26,134)
Termination of lease	(20,894)	-
Lease payments	(48,421)	(54,893)
Interest expense	12,503	7,342
	89,936	32,940
Less: current portion	(36,279)	(32,940)
Balance, end of year	53,657	-

The lease liability for the June 2023 and April 2024 lease agreements was determined using a discount rate of 12% and 15%, respectively.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

8. RIGHT-OF-USE ASSET AND LEASE LIABILITY (continued)

Lease Liabilities (continued)

The minimum lease payments in respect of the lease liability and the effect of discounting are as follows:

	$
Undiscounted minimum lease payments:
January 1, 2025 - December 31, 2025	47,340
January 1, 2026 - December 31, 2026	47,340
January 1, 2027 - March 31, 2027	11,835
Total	106,515
Effect of discounting	(16,579)
Total present value of lease liabilities	89,936
Less: current portion	(36,279)
Balance, end of year	53,657

9. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

	2024	2023
	$	$
Trade payables (Note 13)	2,105,563	930,946
Accrued liabilities	157,600	244,213
Payroll liabilities	143,721	33,279
Sales taxes payable	23,740	-
Exploration and evaluation acquisition payments (Note 6)	1,005,224	-
	3,435,848	1,208,438

10. LOAN PAYABLE

As at December 31, 2024, the Company owed a creditor $nil (2023 - $33,762) for funds advanced to cover payments made in Colombia. The loan was non-interest bearing and due on demand.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

11. LONG-TERM DEBT

The following is a continuity schedule of the carrying value of the long-term debt:

	2023
Balance, beginning of year	293,207
Repayment	(83,562)
Gain on settlement of debt	(247,878)
Accretion	38,583
Translation adjustment	(350)

Balance, end of year

In October 2020, the Company agreed to cancel an agreement between Gachala and a consultant, in respect to locating prospective properties and data acquisition for the Sierra Azul Copper-Silver Project, for the Company making annual payments of US$50,000 to the former consultant for 10 years. As at December 31, 2022, $197,652 (US$150,000) had been paid and expensed under exploration and evaluation expenditures. As at December 31, 2022, the consultant was no longer engaged with the Company; as such, the Company recorded the remaining net commitment of $293,207 as a long-term debt and recorded a loss on settlement in the consolidated statement of loss and comprehensive loss. The commitment was recorded at a discount of $180,833, which was to be amortized over the term of the agreement at an effective interest rate of 15%.

In October 2023, the Company signed an agreement with the consultant whereby the consultant accepted US$60,000 for the remaining US$350,000 owed to the consultant. Upon payment of $83,562 (US$60,000) during the year ended December 31, 2023, the Company recorded a gain on debt settlement of $247,878 in the consolidated statements of loss and comprehensive loss.

12. SHARE CAPITAL AND RESERVES

Authorized and issued share capital

Unlimited number of common shares without par value. At December 31, 2024, there were 179,884,325 (2023 – 175,884,325) issued and fully paid common shares outstanding.

Shares issued

During the year ended December 31, 2024:

On June 24, 2024, the Company issued 4,000,000 common shares with a fair value of $1,240,000 for 4,000,000 PSUs that had vested.

During the year ended December 31, 2023:

On November 14, 2023, the Company issued 14,000,000 common shares with a fair value of $1,404,454 to acquire 100% of the outstanding common shares of Bay Street (Note 3).

Share subscriptions

As at December 31, 2024, Max Iron received share subscriptions of $2,006,846 for shares to be issued.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

12. SHARE CAPITAL AND RESERVES (continued)

Share options

In October 2022, the Company adopted an Omnibus Equity Incentive Compensation Plan ("Omnibus Plan"), approved by the shareholders, which succeeded the Company's incentive stock option plan. Under the Omnibus Plan, the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the TSX-V requirements, grant to directors, officers, employees and consultants of the Company, non-transferable share options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company's issued and outstanding common shares. Such options will be exercisable for a period of up to 10 years from the date of grant. Options granted typically vest on the grant date with the exception of options granted to persons retained to provide Investors Relations Activities whereby the options will vest ¼ every quarter from the date of grant. In February 2025, the Company received approval to amend the Omnibus Plan which revised the maximum number of options available to be granted under the plan to 10% of the Company's issued and outstanding common shares less the number of performance share units issued. All other terms remained the same.

During the year ended December 31, 2024, the Company recognized $325,772 share-based compensation expense in respect to share options.

The share option continuity schedule is as follows:

	Number of options	Weighted average exercise price
		$
Balance, December 31, 2022 and 2023	11,065,000	0.37
Granted	8,100,000	0.10
Expired / cancelled	(7,555,000)	0.44
Balance, December 31, 2024	11,610,000	0.14

Details of the share options outstanding and exercisable as at December 31, 2024 are as follows:

Number of options outstanding and exercisable	Exercise price	Expiry date
	$
300,000*	0.15	January 3, 2025
1,800,000	0.21	August 24, 2025
80,000	0.55	April 26, 2026
1,330,000	0.24	December 20, 2026
8,100,000	0.10	July 25, 2029
11,610,000

*these options expired unexercised subsequent to the December 31, 2024

The weighted average life of share options outstanding at December 31, 2024 was 3.52 years.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

12. SHARE CAPITAL AND RESERVES (continued)

Warrants

On March 14, 2024, the Company extended the expiry date of 14,825,000 warrants with an exercise price of $0.36 to March 28, 2025 from March 28, 2024.

The warrant continuity schedule is as follows:

	Number of warrants	Weighted average exercise price
		$
Balance, December 31, 2022	46,915,171	0.60
Expired	(31,411,467)	0.84
Balance, December 31, 2023	15,503,704	0.36
Expired	(678,704)	0.36
Balance, December 31, 2024	14,825,000	0.36

Details of the warrants outstanding as at December 31, 2024 are as follows:

Number of warrants outstanding	Exercise price	Expiry date
	$
14,825,000*	0.36	March 28, 2025
14,825,000

*the exercise price of these warrants were repriced to $0.31 and the expiry date was extended to March 28, 2026 subsequent to December 31, 2024 (Note 20).

The weighted average life of warrants outstanding at December 31, 2024 is 0.24 years.

Performance share units ("PSUs")"

In October 2022, the Company adopted the Omnibus Plan, approved by the shareholders, under which it was authorized to grant a maximum of 4,000,000 PSUs with each PSU convertible, on certain terms and conditions, to one common share of the Company. The exercise price and vesting terms of the PSUs granted may be determined by sole discretion of the Committee at the time of grant and/or on vesting. In February 2025, the Company received approval to amend the Omnibus Plan which increased the maximum PSUs available to be granted from 4,000,000 to 12,000,000. All other terms remained the same.

In November 2022, the Company issued the maximum 4,000,000 PSUs to various directors and officers of the Company which will vest upon a change of control of the Company, which includes the sale of substantially all of the assets of the Company, but not earlier than November 17, 2023. In June 2024, the change of control condition was met upon the Company receiving the first payment under the EIA with Freeport (Note 6).

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

12. SHARE CAPITAL AND RESERVES (continued)

Performance share units (“PSUs”) (continued)

In October 2024, the Company issued 6,285,000 PSUs to various directors and officers of the Company which will vest as follows: (i) two thirds shall vest upon the achievement of all of the following in connection with the Florália Project: (a) the Florália Project being granted a permit for drilling, (b) the completion of the Phase 1 drill program at the Florália Project, and (c) the drilling results from the first drilling program at the Florália Project being reported (the “Phase 1 Drilling Results”); and (ii) one third shall vest upon the achievement of a recommended work program contained in a NI 43-101 report or JORC report prepared for the Company by an independent geologist, following the reporting of the Phase 1 Drilling Results.

The additional 2,285,000 PSUs granted in October 2024 were subject to approval of the Company’s shareholders at the Company’s next annual general meeting. Shareholder approval was obtained in February 2025.

During the year ended December 31, 2024, the Company recognized $1,742,800 share-based compensation expense in respect to PSUs.

The PSUs continuity schedule is as follows:

	Number of warrants
Balance, December 31, 2022	-
Granted	4,000,000
Balance, December 31, 2023	4,000,000
Granted	6,285,000
Vested	(4,000,000)
Balance, December 31, 2024	6,285,000

13. RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for the planning, directing, and controlling of the activities of the Company and include both executives and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

As at December 31, 2024, the Company owed $135,312 (2023 - $103,421) to directors and officers of the Company for reimbursement of expenses, and accrued fees which are included in accounts payables and accrued liabilities.

As at December 31, 2024, the Company reported $1,050 (2023 - $nil) in prepaids for amounts prepaid to a director of the Company.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

13. RELATED PARTY TRANSACTIONS (continued)

A summary of key management personnel compensation is as follows:

	For the year ended December 31,
	2024	2023
	$	$
Consulting	60,000	56,000
Geological consulting included in exploration and evaluation assets	91,000	40,000
Management fees	510,500	503,000
Share-based compensation	1,750,844	-
	2,412,344	599,000

14. FINANCIAL RISK AND CAPITAL MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

The Company's cash is deposited with major banks and independent financial services firms in Canada, Colombia, Peru, and Brazil. The Company maintains certain cash deposits with Schedule I financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk. The Company's tax receivable is due from the Government of Canada and the Government of Australia; therefore, the credit risk exposure is low.

The maximum exposure to credit risk as at December 31, 2024 is the carrying value of the receivables which management has assessed the risk of loss as low.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis.

Historically, the Company's primary source of funding has been the issuance of equity securities for cash, primarily through private placements and the advance of loans. The Company's access to equity financing is dependent upon market conditions and market risks. There can be no assurance of continued access to equity funding.

As at December 31, 2024, the Company had a cash and cash equivalents balance of $4,042,394 to settle current liabilities of $3,961,987. Liquidity risk is assessed as low but the Company will need to raise additional funds to carry on with its exploration programs.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

14. FINANCIAL RISK AND CAPITAL MANAGEMENT (continued)

Liquidity risk (continued)

Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2024 are as follows:

	≤1 Year	>1-5 Years	>6-10 Years	Total
	$	$	$	$
Accounts payables	3,254,508	-	-	3,254,508

Currency risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to currency risk as it incurs expenditures that are denominated in United States dollars ("USD"), Colombian Pesos, Peruvian Sol, and Brazilian Real while its functional currency is the Canadian dollar. The Company does not hedge its exposure to fluctuations in foreign exchange rates.

The following is a summary of Canadian dollar equivalent financial assets and liabilities that are denominated in USD, Colombian Pesos, Peruvian Sol, or Brazilian Real:

	2024	2023
	$	$
Cash	1,786,847	11,375
Accounts payables	(1,827,903)	(198,261)
Loans payable	-	(33,762)
Net assets (liabilities)	(41,056)	(220,648)

Based on the above net exposures, a 10% change in the Canadian dollar exchange rate compared to with the USD, Colombian Pesos, Peruvian Sol, or Brazilian Real would change net loss and comprehensive loss by approximately $4,000.

Interest rate risk

Interest rate risk is the risk due to variability of interest rates. The Company is exposed to interest rate risk on its bank account. The income earned on the bank account is subject to the movements in interest rates. The Company has cash balances and fixed interest-bearing debt, therefore, interest rate risk is nominal.

Capital management

The Company's policy is to maintain a capital base sufficient to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of shareholders' equity. There were no changes in the Company's approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

14. FINANCIAL RISK AND CAPITAL MANAGEMENT (continued)

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.

The Company's financial instruments consist of cash and cash equivalents, receivables, accounts payables, and loan payable. The fair value of receivables, accounts payables, and loan payable approximates their carrying values. Cash and cash equivalents is measured at fair value using level 1 inputs.

15. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

	For the years ended December 31,
	2024	2023
	$	$
Supplemental non-cash disclosures
Value of shares issued for acquisition of Bay Street	-	1,404,454
Shares issued for PSUs vested	1,240,000	-
Exploration and evaluation expenditures included in accounts payable	1,829,893	411,324
Initial recognition of right-of-use asset and lease liability	113,808	106,625
Termination of right-of-use asset and lease liability	20,894	-
Revaluation of right-of-use asset and lease liability	-	26,134

16. COMMITMENTS

The Company has signed a consulting agreement with a consultant to help identify and acquire mineral claims in Brazil. Under the agreement, the consultant was granted a royalty of USD$1.40 per ton of ore produced from the property on all mineral claims acquired in Brazil up until December 31, 2024, amended to December 31, 2026 on July 1, 2024.

17. CONTINGENCY

During the year ended December 31, 2019, certain Colombian employees of Noble Metals Ltd. were registered under the Company's name with the Colombian tax authorities, without the consent of the Company. The Company has hired a Colombian law firm to unwind this unauthorized registration; however, the Company may face potential claims from these employees with respect to taxes, salaries and social security. The Company intends to vigorously defend against any potential claims, which cannot be reasonably estimated at this time.

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

18. SEGMENTED INFORMATION

The Company and its subsidiaries are considered to be operating in one operating segment that being the exploration of resource properties. The Company's corporate offices are located in Canada and its mineral exploration activities are conducted in Colombia and Brazil. Assets by geographical region are:

			As at December 31, 2024
	Canada	Colombia	Brazil	Total
	$	$	$	$
Equipment	48,881	598,307	74,432	721,620
Exploration assets	-	12,087,899	2,245,796	14,333,695
Right-of-use asset	85,357	-	-	85,357
	134,238	12,686,206	2,320,228	15,140,672
		As at December 31, 2023
---	---	---	---
	Canada	Colombia	Total
	$	$	$
Equipment	61,100	328,627	389,727
Exploration assets	-	11,769,566	11,769,566
Right-of-use asset	30,956	-	30,956
	92,056	12,098,193	12,190,249

19. DEFERRED TAX ASSETS AND LIABILITIES

A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:

	2024	2023
	$	$
Loss for the year	5,674,833	7,577,368
Expected income tax recovery at the statutory tax rate	(1,570,798)	(2,189,922)
Non-deductible items and other	623,630	1,432,876
Temporary differences not recognized	947,168	757,046
Income tax recovery	-	-

The Company has the following tax effected deductible temporary differences for which no deferred tax asset has been recognized:

	2024	2023
Non-capital loss carry-forwards	11,166,812	10,163,819
Exploration and evaluation assets	1,369,046	1,369,046
Equipment	27,730	14,573
Other	76,855	145,837
	12,640,443	11,693,275

Max Resource Corp.

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2024 and 2023

19. DEFERRED TAX ASSETS AND LIABILITIES (continued)

The significant components of temporary differences, unused tax losses and unused tax credits that have not been recognized on the consolidated statements of financial position are approximately as follows:

	2024 Expiry dates		2023 Expiry dates
	$		$
Share issue costs	275,000	2025 to 2026	530,000	2024 to 2026
Non-capital losses – Canada	23,452,000	2026 to 2044	20,616,000	2026 to 2044
Non-capital losses – United States	7,798,000	2025 to 2044	7,798,000	2025 to 2043

Tax attributes are subject to review, and potential adjustment, by tax authorities.

20. SUBSEQUENT EVENTS

a) In January 2025, the Company extended the expiry date of 14,825,000 warrants with an exercise price of $0.36 to March 28, 2026 from March 28, 2025 and amended the exercise price to $0.31 (Note 12).

b) In January 2025, Max Iron closed two separate tranches of a non-brokered private placement by issuing 25,000,000 ordinary shares of Max Iron at AUD$0.10 per share for gross proceeds of AUD$2,500,000. Upon issuance of these shares, the Company's ownership of Max Iron decreased to approx. 78% of the ordinary shares of Max Iron.

c) In March 2025, Max Iron closed a non-brokered private placement by issuing 2,300,000 ordinary shares of Max Iron at AUD$0.10 per share for gross proceeds of AUD$230,000. Upon issuance of these shares, the Company's ownership of Max Iron decreased to approx. 76% of the ordinary shares of Max Iron.

AI assistant

MAX Resource Corp. — Audit Report / Information 2024

42759_rns_2025-05-01_ed7edbac-7cbe-40ec-95a7-bdcb5e73e62a.pdf

Consolidated Financial Statements

Independent Auditor's Report

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Other Information

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditor's Responsibilities for the Audit of the Financial Statements

1. NATURE OF OPERATIONS AND GOING CONCERN

2. MATERIAL ACCOUNTING POLICY INFORMATION

Statement of compliance with International Financial Reporting Standards

Basis of preparation

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Basis of consolidation

Subsidiaries

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Use of estimates and judgements

Significant judgements

Going concern

Functional currency

Economic recoverability and probability of future economic benefits of mineral exploration and evaluation assets

Acquisition of assets

Significant estimates

Valuation of share-based compensation

Income taxes

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Use of estimates and judgements (continued)

Foreign currency translation

Cash and cash equivalents

Financial instruments

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

Classification (continued)

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at FVTPL

Derecognition

Financial assets

Financial liabilities

Equipment

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Equipment (continued)

Exploration and evaluation assets

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Exploration and evaluation assets (continued)

Farm outs

Property investigation costs

Leases

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Leases (continued)

Impairment of non-financial assets

Share capital

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share capital (continued)

Loss per share

Share-based payments

Income taxes

Current income tax

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Income taxes (continued)

Deferred income tax

Asset acquisitions

Accounting standards adopted

New accounting standards issued and not yet effective

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

3. ACQUISITION OF BAY STREET

4. CASH AND CASH EQUIVALENTS

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

RT Gold Property

Sierra Azul Copper-Silver Project (formerly Cesar Project)

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Sierra Azul Copper-Silver Project (formerly Cesar Project) (continued)

6. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Florália Project

7. PROPERTY INVESTIGATION COSTS

MAX Resource Corp. Audit Report / Information 2024