MAX Resource Corp. - Management Reports 2025

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2024 and 2023

1.1 Date of report: April 30, 2025

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements (“Financial Statements”) and notes thereto for Max Resource Corp. (“MAX” or the “Company”) for the years ended December 31, 2024 and 2023 which are prepared in Canadian dollars and in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The Financial Statements and related notes are available at www.sedarplus.ca.

Management is responsible for the preparation and integrity of the Company’s Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including that within the Company’s Financial Statements and MD&A, is complete and reliable.

CAUTION REGARDING FORWARD‐LOOKING STATEMENTS

This MD&A may contain certain statements that may be deemed “forward‐looking statements”. All statements in this document, other than statements of historical fact, which address events or developments that the Company expects to occur, are forward‐ looking statements. Forward‐looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “interprets” and similar expressions, or events or conditions that “will”, “would”, “may”, “could” or “should” occur. Forward‐looking statements in this document include statements regarding future exploration programs, joint venture partner participation, liquidity and effects of accounting policy changes.

Although the Company believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward‐looking statements. Factors that could cause the actual results to differ materially from those in forward‐looking statements include market prices, exploration success, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals and general economic, market or business conditions. Readers are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward‐looking statements.

Forward‐looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward‐looking statements in the event that management’s beliefs, estimates, opinions or other factors should change except as required by law.

These statements are based on a number of assumptions including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory and governmental approvals for the transactions described herein, the ability of the Company and other relevant parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for the Company’s proposed transactions and exploration and development programs on reasonable terms and the ability of third‐party service providers to deliver services in a timely manner. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

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1.2 Overall Performance

The Company is a mineral resource company engaged in the acquisition and exploration of mineral properties in South America and Canada. As of March 10, 2022, the Company trades on the TSX Venture Exchange (“TSX‐V”) under the symbol MAX; previously the Company traded under the symbol MXR. In February 2021, the Company was ranked in the top 10 performing stocks in the 2021 TSX Venture 50, which is comprised of the top 50 from over 1,600 companies on the TSX‐V.

The Company owns the following subsidiaries:

	Incorporation	Functional	Percentage	owned
		Currency	2024	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%	‐

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.

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The total consideration paid totalled $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	1,557,057
	1,404,454

Financings

None

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.
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.

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Exploration and Evaluation Assets

The total cumulative acquisition and exploration and evaluation expenditures capitalized for the Company’s current projects at December 31, 2024 is summarized as follows:

	Sierra Azul
	CopperSilver	Florália
	Project	Project	Total
	$	$	$
Property acquisition/staking costs	‐	1,380,062	1,380,062
NSR acquired	1,557,057	‐	1,557,057
Exploration costs
Assay	‐	41,691	41,691
Drilling	‐	6,081	6,081
Equipment and supplies	1,498,217	44,021	1,542,238
General administration	410,857	10,764	421,621
Geological consulting	9,916,238	747,273	10,663,511
Permits	404,311	15,904	420,215
Rent	550,710	‐	550,710
Salaries and wages	2,180,219	‐	2,180,219
Travel	665,074	‐	665,074
Subtotal	17,182,683	2,245,796	19,428,479
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

In addition to the amounts capitalized above, prior to 2023, the Company had incurred a further $3,124,819 in exploration and evaluation expenditures relating to the Sierra Azul Copper‐Silver Project, while obtaining legal title of certain claims which were expensed when incurred.

For the year ended December 31, 2024, the Company capitalized exploration expenditures of $7,658,913, of which the Company recovered $5,094,784 in costs from Freeport (defined below), compared to the Company capitalizing exploration expenditures of $6,712,819 during the year ended December 31, 2023.

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Change in capitalized expenditures during the year ended December 31, 2024

	Sierra Azul
	CopperSilver	Florália
	Project	Project	Total
	$	$	$
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)
	318,333	2,245,796	2,564,129

Change in capitalized expenditures during the year ended December 31, 2023

	RT Gold
	Project	CESAR Project	Total
	$	$	$
Property acquisition/staking costs	203,761	1,557,057	1,760,818
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	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)
	(3,306,046)	5,892,929	2,586,883

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SIERRA AZUL COPPER SILVER PROJECT (PREVIOUSLY NAMED CESAR COPPER SILVER PROJECT), NORTHEASTERN COLOMBIA

The Sierra Azul Copper Silver Project comprises of three districts: AM, Conejo and URU. Collectively the three contiguous districts stretch over 120 km in NNE/SSW direction (refer to Figures 1 and 2).

Figure 1: Sierra Azul Copper Silver Project

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The Sierra Azul Copper‐Silver Project comprises three districts: AM, Conejo and URU. Collectively the three contiguous districts stretch over 120 km in NNE/SSW direction. Max Resource’s land tenure at Sierra Azul includes 188 km² of mining concessions and 1,141 km² of mineral concession applications.

On November 14, 2023, Max executed a Share Exchange Agreement pursuant to acquiring all the issued and outstanding shares of Bay Street Mineral Corp. (“Bay Street”) an arms length Canadian Corporation in exchange for 14,000,000 common shares in the capital of Max. Bay Street held an underlying 3% net smelter royalty over 19 mining concessions covering 184 km² and 31 mining concession applications covering 796 km² of the Company’s wholly owned Sierra Azul Copper‐Silver Project.

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On May 10th, 2024, Max announced that it had entered into an Earn‐In Agreement (“EIA”) with Freeport, a wholly owned‐affiliate of Freeport‐McMoRan Inc. (NYSE: FCX) relating to Max’s wholly owned Sierra Azul Copper‐Silver Project. Under the terms of the EIA, Freeport can earn an 80% interest in the Sierra Azul Copper‐Silver Project in two stages by spending an aggregate amount of $50 million and paying a total of $1.55 million in cash to Max.

On May 29, 2024, the Company received acceptance from the TSX‐V for its EIA transaction with Freeport.

Sierra Azul Copper Silver Project

The Sierra Azul 2024 work program in the basin to date consists of stream sediment sampling, soil sampling, rock sampling, surface mapping, extension of the ground magnetics and an Induced Polarization program. This work program is intended to identify and prioritize drill targets.

Max has completed a 10,000‐line‐km airborne magnetic and radiometric survey covering 1,150 km² over all three Districts (AM, Conejo and URU). The data is to be utilized with the objective of advancing the Cesar basin model and identifying priority targets.

AM District

Starting in the far north of the Jurassic basin, classic stacked red bed outcrops with extensive lateral continuity have been rock sampled over many kilometres within the AM District. Highlight values of 34.4% copper and 305 g/t silver from outcrop samples have been documented in the sedimentary sequences. The Company confirmed that stratiform red‐bed style mineralization continues at depth with two scout drill holes completed earlier this year (Max News Release dated April 4, 2023). Colombian field crews have identified a 15 km mineralized corridor encompassing 14 priority targets (AM‐01 to AM‐14) (Max News Release dated May 25, 2023 and Max News Release dated June 22, 2023). In addition, Max has recently discovered Manto‐style targets of significant size in the AM district.

Conejo District

Midway south, the Conejo District is the most recent to be recognized and is characterized by structurally controlled mineralization hosted in intermediate and felsic volcanic rocks. Numerous mineralized outcrops have been discovered over 3.7 km at the primary target in the district with surface samples averaging 4.9% copper (2% cut‐off). No drilling has been conducted at Conejo, but it has emerged as an area of focus for the Company.

URU District

Mineralization within the URU District is hosted in intermediate volcanic rocks and is structurally controlled. At URU‐C, a 9.0m of 7.0% copper and 115 g/t silver surface discovery was confirmed at depth by drill hole URU‐12, which intersected 10.6m of 3.4% copper and 48 g/t silver. At the URU‐CE target, 750m to the east, 19.0m of 1.3% copper discovered in outcrop was confirmed by drill hole URU‐9, which intersected a broad zone of copper oxide returning 33.0m of 0.3% copper from 4.0m, including 16.5m of 0.5% copper (Max News Release date January 24, 2023).

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Figure 2: 120‐km‐long Sierra Azul Project. Three Districts AM, Conejo and URU

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Target Evaluation

Max has identified and is evaluating 28 targets along the Sierra Azul 120 km‐long belt for potential drill testing. The Company is focused on expanding, refining, and prioritizing these targets in preparation for a drill program. Initial efforts have been concentrated on those targets with the greatest size potential with work that includes the following field activities:

Systematic chip and channel sampling of the mineralized outcrops
Detailed geological and structural mapping of each showing
Target scale prospecting and soil sampling
Airborne magnetic and radiometric surveys

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Regional Exploration

Max has demonstrated that the Cesar basin is fertile for copper‐silver mineralization over a large area, however, only small portion of the basin has been explored. As a result, Max has dedicated on of its geological teams to regional exploration with the goal of discovering additional copper‐silver prospects over 1,300 km².

URU District

The URU District lies along the southern portion of the Sierra Azul 120 km‐long copper silver belt, extending over 20 km of strike. The copper mineralization is structurally controlled, predominantly chalcocite with localized weathering to malachite. Highlight rock chip channel results:

4.3% copper and 8 g/t silver over 10.0m
3.9% copper and 7 g/t silver over 10.0m
3.6% copper and 12 g/t silver over 10.0m
2.7% copper and 1 g/t silver over 25.0m
2.2% copper and 9 g/t silver over 25.0m

Max is incorporating geophysical, rock geochemistry and drilling data from Max’s programs for the geological model. The objective is to identify priority drill targets.

In Q4 of 2022, Max commenced its inaugural drilling program at the URU District. The objective was to test the continuity of the structurally controlled copper silver mineralization within the volcanic host rocks in the sub‐basinal environment of the Cesar sedimentary basin. Drilling the URU‐C and URU‐CE targets, located 0.75 km apart, confirmed the continuation of copper silver mineralization at depth (refer to Figures 2 to 7, Tables 1 and 2).

At URU‐CE, the surface discovery, 19.0m of 1.3% copper, showed continuity to depth in hole URU‐9, which intersected a broad zone of copper oxide of 33.0m of 0.3% copper from 4.0m, including 16.5m of 0.5% copper. The broad associated alteration zone implies the potential for a bulk tonnage system.

Figure 3: URU District – 12 Priority Targets

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Figure 4: URU‐C, Drilling Plan View Figure 5: URU‐C, Drilling Cross Section

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Figure 6: URU‐CE, Drilling Plan View Figure 7: URU‐CE, Drilling Cross Section

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Table 1: 2022 Drilling Highlights (core intervals, true widths are unknown at this time)

Drill Hole	From(m)	To(m)	Copper(Cu) and Silver(Ag)
URU‐12	62.3	72.9	3.4% copper and 48g/t silver over 10.60m
including	62.3	64.1	6.4% copper and 84g/t silver over 1.80m
including	62.3	66.61	2.7% copper and 36g/t silver over 4.31m
including	66.61	69.01	0% copper and 0g/t silver over 2.40m(nil core recovery)
including	69.01	72.9	6.3% copper and 92g/t silver over 3.89m
including	71.76	72.53	18.5% copper and 292g/t silver over 0.77m
URU‐14	64.92	77.45	1.2% copper and 18g/t silver over 12.53m
Including	65.53	71.3	2.1% copper and 46g/t silver over 5.77m
including	70.55	71.3	6.5% copper and 104g/t silver over 0.75m
URU‐1	66.75	73.72	1.4% copper and 8g/t silver over 6.97m
URU‐2	335.52	343.2	0.6% copper and 7g/t silver over 7.68m
including	335.52	336.9	2.1% copper and 30g/t silver over 1.38m
URU‐9	4.87	37.84	0.3% copper oxide over 32.97m
including	13.25	29.7	0.5% copper oxide over 16.45m
including	27.56	29.7	1.9% copper oxide over 2.14m
URU‐10	3.65	32.3	0.3 % copper oxide over 28.65m
including	4.26	24.92	0.4% copper oxide over 20.66m

Table 2 : Drill hole locations

DH No.	E_WGS84z18N	N_WGS84z18N	Elevation (m)	Azimuth	Dip	Hole Length (m)	Target
URU‐1	729,897	1,169,766	744	275	‐50	173.73	URU‐C
URU‐2	729,897	1,169,767	745	330	‐45	381.60	URU‐C
URU‐3	729,900	1,169,765	744	120	‐45	205.74	URU‐C
URU‐4	729,898	1,169,766	745	275	‐70	90.83	URU‐C
URU‐5	729,932	1,169,991	836	325	‐45	261.51	URU‐C
URU‐6	729,897	1,170,056	835	165	‐45	118.56	URU‐C
URU‐7	729,872	1,169,978	825	130	‐45	136.85	URU‐C
URU‐8	729,871	1,169,981	825	310	‐55	53.03	URU‐C
URU‐9	730,673	1,169,871	1037	25	‐45	174.65	URU‐CE
URU‐10	730,673	1,169,870	1037	25	‐75	155.44	URU‐CE
URU‐11	729,957	1,170,020	860	280	‐45	131.36	URU‐C
URU‐12	729,872	1,169,804	750	235	‐52	90.65	URU‐C
URU‐13	729,872	1,169,804	750	170	‐80	136.63	URU‐C
URU‐14	729,872	1,169,804	750	230	‐55	133.19	URU‐C

Conejo District

A second discovery was identified approximately 1.6 km east (refer to Figure 8). To date, no drilling has been conducted over this high priority target area.

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Figure 8: Conejo District ‐ Second Discovery

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Sierra Azul Exploration Completed During the Year Ended December 31, 2024

On February 7, Max announced the discovery of a series of five mineralized outcrops (collectively target area AM‐14) on a mining concession within the AM district (refer to Figure 12). Highlights include:

Five newly discovered outcrops of stratiform copper‐silver mineralization
Mineralized layers are exposed up to 285m along strike and range in thickness from 0.8m to 4.0m
Confirms multiple copper‐silver‐bearing horizons within thick sedimentary rock sequence
Strong evidence of 1.5 km continuity of mineralized layers between new discovery and AM‐07

The five discoveries confirm multiple copper‐silver‐bearing layers within a 700m thick sequence of interbedded sandstones in the AM district. Additionally, there is strong evidence to suggest that one of the newly discovered outcrops (outcrop #2) is a continuation of the mineralized horizon at target AM‐07, located approximately 1.5 km to the northeast.

Preliminary work has determined that mineralization is hosted in layers of medium‐ to fine‐grained sandstone rich in organic material. The copper‐silver‐bearing horizons are distributed across a 700m thick package of interbedded sedimentary rocks that strike 240° to 260° and dip 30° to 45° northwest. Chalcocite, malachite and azurite are the most abundant copper minerals observed in the outcrop.

All five of the outcropping mineralized beds are open along strike and at outcrop #2, the copper‐silver‐bearing sandstone horizon could be traced along strike for over a distance of 285m. Similarly, at outcrop #5, the mineralized horizon is exposed for over 130m before disappearing under cover. Layer thickness ranges from 0.8 m at outcrop #4 to 4 m at outcrop #5.

Systematic channel sampling of the mineralized outcrop has now commenced. In addition, crews have begun detailed mapping in the vicinity of the discovery with the goal of extending the footprint of mineralization.

On February 22, Max announced the discovery of two additional mineralized outcrops at target AM‐14. In addition, the Company has received the final data from the 10,000‐line‐km property‐wide airborne magnetic and radiometric survey (refer to Figures 9 and 12).

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The discoveries at AM‐14 highlight the scale of potential deposits on the Sierra Azul Copper‐Silver Project:

AM‐14 lies along a 1km corridor of high‐grade, stratiform copper silver mineralization
The 15 km corridor is parallel to the regional strike of the sedimentary rocks and has highlight grades of 24.8% Copper and 230 g/t Silver
These discoveries bring the total number of outcrops at AM‐14 to 7 and provide further confirmation that several horizons of stratiform mineralization are present within the sedimentary sequence in the AM District
The copper silver bearing outcrops are exposed up to 285m along strike
There is strong evidence for continuity of mineralized layers between AM‐14 and AM‐07, a distance of 1.5 km

Airborne Magnetic & Radiometric Survey

The 10,000 line‐kilometre high‐resolution airborne magnetic and radiometric survey has been completed and final data received from the survey contractor. Survey data were collected along east‐west oriented flight‐lines spaced at 125m and flown at a nominal height of 100m using a fixed‐wing aircraft. North‐South oriented tie‐lines were spaced at 1.25 km (refer to Figure 9).

Figure 9: Airborne Magnetic & Radiometric Survey Map

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Image showing colour contours of the 1st Vertical Derivative of the Total Magnetic Intensity.

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Analysis of the data has commenced with emphasis being placed on identifying geological structures that acted the conduits for mineralized fluids. Results from the data analysis will be important in both refining existing targets and identifying new ones.

On March 25, Max received high‐grade assay results from rock‐chip channel sampling collected at the AM‐14 target in the AM district of its wholly owned Sierra Azul copper‐silver project in northeast Colombia (refer to Figure 12). These assays at AM‐14 confirm copper‐silver stratiform mineralization at Sierra Azul is extensive and demonstrate significant thickness highlights:

2.2% copper and 12.8 g/t silver over 5.2m and 4.8% copper and 53.6 g/t silver over 2.2m
AM‐14 lies along a 15 km corridor of high‐grade, stratiform copper‐silver mineralization
Four distinct copper‐silver‐mineralized horizons have been discovered at AM‐14

Assay results from continuous chip channel samples collected at two different locations at the AM‐14 target are presented in the tables 3 and 4.

Table 3: Assay Results from Sandstone Outcrop at AM‐14

Sample Number	UTM Coordinates(WGS84 Z18N)	UTM Coordinates(WGS84 Z18N)	Host Rock	Width (m)	Cu %	Ag (g/t)
	Easting (m)	Northing (m)
504583	760,453	1,214,550	Sandstone	1.2	2.02	20.04
504584	760,453	1,214,549	Sandstone	1.0	7.40	93.90
	Weighted Average Assay Result			2.2	4.8	53.6

Table 4: Assay Results from Mineralized Sandstone Outcrop at AM‐14

Sample Number	UTM Coordinates(WGS84 Z18N)	UTM Coordinates(WGS84 Z18N)	Host Rock	Width (m)	Cu %	Ag (g/t)
	Easting (m)	Northing (m)
511174	761233.00	1214319.00	Sandstone	1.0	2.92	13.4
511175	761233.14	1214318.01	Sandstone	1.0	1.54	12.1
511176	761233.28	1214317.02	Sandstone	1.0	2.16	12.3
511177	761233.42	1214316.03	Sandstone	1.0	3.97	26.4
511178	761233.56	1214315.04	Sandstone	1.2	0.63	2.1
	Weighted Average Assay Result			5.2	2.2	12.8

Quality assurance for March 25, 2024 Assay Results

All Sierra Azul rock‐chip samples are shipped to ALS's sample preparation facility in Medellin, Colombia. Sample pulps sent to Lima, Peru, for analysis. All samples were analyzed using ALS procedure ME‐MS41, a four‐acid digestion with inductively coupled plasma finished. Overlimit copper and silver are determined by ALS procedure OG‐62, a four‐acid digestion with an atomic absorption spectroscopy finish. ALS is independent from Max.

On July 30, Max announced the 2024 exploration program for Sierra Azul will have budget of USD $4.2 million and will be funded by Freeport‐McMoRan Exploration Corporation ("Freeport"), as per an earn‐in agreement announced on May 13th, 2024. The US$4.2 million exploration program is underway.

The 2024 exploration program at the Sierra Azul has two objectives: Drill Target Development and Regional Exploration..

Drill Target Development program will focus exploration on 28 priority targets that span over 120 km over all three districts of the Sierra Azul Project: AM, Conejo and URU. The goal of the program is to delineate selected drill targets. The work program has started and includes detailed geological mapping and soil sampling, as well as ground geophysical surveys and detailed structural analysis.

The Regional Exploration Program has been designed to systematically evaluate the entire Sierra Azul Project Work will include the collection of up to 7,500 soil samples and up to 1,600 stream sediment samples. In addition, a regional structural analysis will be conducted, followed by geological mapping and prospecting to identify additional mineralized outcrops (refer to Figure 10).

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To complete this comprehensive exploration program, Max is recruiting additional geologists and technicians. Finally, Max will continue the corporate social responsibility programs. This includes meaningful engagement with local communities, as well as clear and direct communication with all levels of governmental authorities.

Figure 10: Showing the area of regional exploration over the entire Sierra Azul Project (>1,300 sq‐km)

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To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/3834/218173_e2bd18fb741dabf2_001full.jpg

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On August 20, Max released assay results from 10 continuous channel samples collected at the recently discovered AM‐13 target at Sierra Azul (refer to Figures 12 to 14).

AM‐13 Highlights

Results from 10 mineralized outcrops from the Cedro Valley include:
1.8% copper and 7.2 g/t silver over 48.0m (AM13_CS08, continuous saw‐cut channel)
- including 3.4% copper and 14.0 g/t silver over 15.0m
- and 3.5% copper and 15.7 g/t silver over 5.0m
1.0% copper and 5.7 g/t silver over 26.0m (AM13_CS01, continuous chip channel)
1.1% copper and 4.3 g/t silver over 9.0m (AM13_CS04, continuous chip channel)
Classification and size potential
In addition, Max has identified a 44.0m wide mineralized outcrop (assays are pending) in the Mapurito valley, 1.2 km northeast and along strike from the Cedro Valley discovery.
AM‐13 hosts Manto‐style mineralization and alteration, similar to deposits in the Tocopilla – Taltal region of northern Chile, a mineralized corridor that extends well over 100 km and hosts several economic deposits including Mantos Blancos (500 Mt at 1.18% Copper and 12 g/t Silver).
High‐grade copper minerals
Primary copper minerals observed include native copper and chalcocite (80% copper by weight) (refer to Figure 11). These minerals indicate the depositional environment was sulphur poor, thus leading to the precipitation of these high‐ grade copper minerals.
AM‐13 is top priority drill target, next steps :
Establish continuity of the mineralization between the Cedro valley and Mapurito valley outcrops with detailed mapping, soil sampling and ground geophysical surveys.

Max cautions investors copper‐silver mineralization at Mantos Blancos is not necessarily indicative of similar mineralization at Sierra Azul.

Figure 11: Mineralized rock sample from AM‐13 with visible native copper and chalcocite

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These ore‐forming minerals contribute to the high copper grades at AM‐13

Target AM‐13 Description

AM‐13 is located in the AM District, the northern most exploration area of the Sierra Azul Project. The mineralization is hosted in an andesitic tuff (a type of volcanic rock) that strikes 50⁰, dips 70⁰ northwest and has been structurally prepared by faulting. In June 2024, the first mineralized outcrops were discovered in the Cedro valley and subsequent continuous saw‐cut channel sampling returned 1.8% copper and 7.2 g/t silver over 48.0m (AM13_CS08).

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Native copper and chalcocite are the primary copper bearing minerals observed in the outcrops include. Trace amounts of bitumen (a type of hydrocarbon) were also observed in the mineralized rocks which is believed to be critical to the deposition of copper minerals from fluids that circulated within the Cesar‐Rancheria basin. The presence of native copper and chalcocite indicates the mineralized fluids were sulphur poor leading to the precipitation of these high‐grade ore‐forming minerals.

The alteration of the host rocks and the copper bearing minerals observed at AM‐13 appear to be similar to the Manto deposits of northern Chile, including Mantos Blancos, which began production over 60 years ago and is estimated to have contained a total of 500 Mt at 1.18% Copper and 12 g/t Silver (Reference material on the Mantos Blancos deposit available here). Manto Blancos is one of a series of 8 manto copper‐silver deposits in the Jurassic age volcanic and volcano‐sedimentary rocks of northern Chile (Reference material on Manto deposits of northern Chile available here).

Exploration teams prospecting the Mapurito valley, 1.2 km to the north, discovered a 44.0m wide outcrop of andesitic tuff with similar mineralization in July 2024 (refer to Figure 13), suggesting AM‐13 has significant size potential. Rock channel sampling of the Mapurito valley outcrop is underway. Assays pending.

The current exploration objectives are:

Determine the footprint of AM‐13 with initial efforts focused on establishing the continuity of mineralization between Cedro and Mapurito valleys. The work program includes detailed geological mapping, continuous channel, as well as ground geophysical surveys and detailed structural analysis.
Continue to systematically evaluate the entire Sierra Azul project through regional soil sampling (7,500 samples) and stream sediment sampling (up to 1,600 samples). In addition, a regional structural analysis will be conducted, followed by geological mapping and prospecting to identify additional mineralized outcrops.

Results from a total of 109 rock channel samples collected across 10 mineralized outcrops in the Cedro valley in June 2024 are summarized in Table 5. Samples were collected perpendicular to bedding with each sample representing a one‐metre interval. Saw‐cut channels had an approximate depth of 2cm and a thickness of 5cm.

Table 5: Summary of AM‐13 Channel Sample Assay Results

Rock Channel Sample No.	Sample Method	Width (m)	Copper (%)	Silver (g/t)
AM-13_CS01	chip-channel	26.0	1.0	5.7
AM-13_CS02	chip-channel	3.0	1.1	3.9
AM-13_CS03	saw-cut-channel	3.0	1.3	6.1
AM-13_CS04	chip-channel	9.0	1.1	4.3
AM-13_CS05	chip-channel	3.0	1.5	8.3
AM-13_CS06	chip-channel	2.0	1.1	4.2
AM-13_CS07	chip-channel	2.0	1.2	4.8
AM13_CS08	saw-cut-channel	48.0	1.8	7.2
including		15.0	3.4	14.0
and		5.0	3.5	15.7
AM-13_CS09	chip-channel	2.0	1.2	3.8
AM-13_CS10	chip-channel	2.0	0.8	3.7

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Figure 12: Target AM‐13 Location Map

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Figure 13: Target AM‐13 Mineralized Outcrop Locations
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Sierra Azul Exploration Completed Subsequent to the Year Ended December 31, 2024

On February 25 Max announced assay results from composite channel samples and expansion of the exploration target footprint at AM‐13 to 1,500 by 100 metres, along with the discovery of a new Manto‐style target, AM‐15 and the approval of a fully funded 2025 exploration budget of US$4.8 million at Sierra Azul. Copper‐Silver Project (formerly known as the Cesar Project) located in northeastern Colombia.

Highlights

AM‐13: Exploration Target Increased to 1,500m by 100m
Copper‐silver mineralization identified over 1,500m of strike and open ended
New composite channel assay results include:
- 1.6% copper and 6 g/t silver over 55.0m (CS11)
- 1.6% copper and 7 g/t silver over 49.0m (CS08)
- 1.0% copper and 6 g/t silver over 26.0m (CS01)

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The 100m wide mineralized body rises over 300m in elevation between El Cedro and Mapurito valleys suggesting significant depth potential
Manto‐style mineralization and alteration, similar to deposits in the Tocopilla – Taltal region of northern Chile, where a mineralized corridor extends well over 100 km and hosts several economic deposits including Mantos Blancos
AM‐15: Discovery of New Manto Style Target Proximal to AM‐13
The new AM‐15 discovery is located approximately 1,000m northwest of AM‐13
Early work suggests a large target footprint with five mineralized outcrops already identified over a 100m by 300m and open in all directions
High priority target based on potential size, grade and proximity to AM‐13
US $4.8 Million Exploration Budget for 2025
Fully funded by Freeport McMoRan Exploration Corporation (“Freeport”)
Three components to the 2025 exploration program:
- Drill Target Development
- District Scale Exploration
- Basin Scale Prospectivity Analysis

Max cautions investors copper‐silver mineralization at Mantos Blancos is not necessarily indicative of similar mineralization at Sierra Azul.

Figure 14: AM‐13 & AM‐15 Target Zone

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AM-13
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Image showing extended footprint of AM‐13 in relation to the AM‐15 discovery

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Figure 15: AM‐13 Target Longitudinal Section

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Topography and composite assays from channel samples collected along the strike of the AM‐13 target

Figure 16: AM‐13 Target Cross Section

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Cross
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section showing composite assays of channel samples collected from the AM‐13 exploration target in El Cedro Valley

Work at AM‐13 has identified an open‐ended 1,500m by 100m exploration target, which is defined, in part, by numerous outcrops of high‐grade copper and silver mineralization (refer to Table 6, Figures 15 and 16). The potential for significant size and grade at AM‐13 has elevated it to one of the highest priority targets on the Sierra Azul project.

Mineralization is observed filling fractures and vesicles within an andesitic tuff (a type of porous volcanic rock) that has undergone chlorite and epidote hydrothermal alteration. The mineralized rock strikes between 40° and 50° and, on average, dips at 70° NW.

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The mineralized unit rises more than 300m between the El Cedro valley and the Mapurito valley 1,200m to the northeast, suggesting the potential for significant depth extent.

Primary copper bearing minerals include native copper, chalcocite and bornite (refer to Figure 17). Trace amounts of bitumen (a type of organic material) were also observed in the mineralized rocks which is believed to be critical to the deposition of copper minerals from fluids that circulated within the Cesar‐Rancheria basin. The presence of native copper and chalcocite indicates the mineralized fluids were sulphur poor leading to the precipitation of these high‐grade ore‐forming minerals.

The alteration of the host rocks and the copper bearing minerals observed at AM‐13 appear to be similar to the Manto deposits of northern Chile, including Mantos Blancos, which began production over 60 years ago and is estimated to have contained a total of 500 Mt at 1.0% copper (Reference material on the Mantos Blancos deposit available here). Manto Blancos is one of a series of 8 Manto copper‐silver deposits in the Jurassic age volcanic and volcano‐sedimentary rocks of northern Chile (Reference material on Manto deposits of northern Chile available here)

Figure 17: Mineralized Specimen from Mapurito Valley

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Table 6: Summary of AM‐13 Composite Channel Sample Assay Results

Rock Channel Sample No.	Sample Method	Width (m)	Copper (%)	Silver (g/t)
AM13_CS01	chipchannel	26.0	1.0	5
including	chip‐channel	7.0	1.6	9.6
AM13_CS08	sawcutchannel	55.0	1.6	6
including	chip‐channel	15.0	3.4	14
and	chip‐channel	5.0	3.5	16
AM13_CS11	chipchannel	49.0	1.6	7
Including	chip‐channel	14.0	2.6	12
and	chip‐channel	10.0	2.3	10
AM13_C12	chipchannel	12.0	1.2	6
including	chip‐channel	4.0	1.6	6
AM13_C13	chip channel	12.0	0.7	6
Including	chip‐channel	3.0	1.4	14

AM‐15: New Discovery – Potential Manto‐Style Parallel to AM‐13

Max also announces the discovery of a new target, AM‐15, located approximately 1,000m to the northwest of AM‐13 (refer to Figure 14). Early work suggests an exploration target extending over 1,000m with five mineralized outcrops already identified over a 300m by 100m (refer to Table 7).

Similar to AM‐13, mineralization is found filling fractures and vesicles of an andesitic tuff. Ore forming minerals include chalcocite, malachite and azurite (see Figure 18). Chlorite, epidote and albite alteration along with the presence of bitumen are also observed.

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Table 7: AM‐15 Highlight Composite Assay Results

Rock Channel Sample No.	Sample Method	Width (m)	Copper (%)	Silver (g/t)
AM15_CS01	chipchannel	2.0	4.0	35
AM15_CS02	chipchannel	12.0	0.7	7
AM15_CS03	chipchannel	10.0	0.7	7
AM15_C04	chipchannel	5.0	0.8	4

The proximity to AM‐13, along with its potential size and grade have made AM‐15 the focus of the target development team. Work to extend the footprint of AM‐15 is underway and several additional mineralized outcrops have been discovered. Initial follow‐up exploration at the target will include geological mapping, sampling and trenching.

Figure 18: AM‐15: Mineralized Andesitic Tuff

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Rock specimen showing chalcocite, malachite and azurite mineralization

Freeport McMoRan Funded US $4.8 Million Approved Exploration Budget for 2025

The 2025 exploration program at the Sierra Azul has three objectives: Drill Target Development, District Scale Exploration and Basin Scale Analysis.

Drill Target Development

The Drill Target Development program will focus exploration on priority targets located in all three districts of the Sierra Azul Project: AM, Conejo and URU. The goal of the program is to prepare the selected targets for drilling. The work program is well under way and includes detailed geological mapping and soil sampling as well as planned ground geophysical surveys and detailed structural analysis.

The initial focus of the target development 2025 campaign will be to continue exploration of the Company’s top priority targets: AM‐13 and AM‐15. Detailed mapping to date, has identified mineralized outcrops over large areas at both targets. Work to delimit the targets and establish continuity of the mineralization is on‐going.

District Scale Exploration

The District Scale Exploration Program commenced in 2024 and is designed to systematically evaluate the entire Sierra Azul Project area with the goal of identifying additional priority targets for follow‐up. The program has two components: soil and stream sediment sampling.

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The district‐scale soil sampling program comprises a total of 3,646 samples collected at 50m intervals along lines spaced 2,000m apart (refer to Figure 18). The sampling campaign commenced in 2024 and approximately 27% of the planned samples have been collected.

Soil samples are initially analyzed in the field using XRF technology. This has led to the discovery of new mineralized outcrops in the Conejo District. Laboratory analysis of the samples is also being conducted and will identify more subtle copper anomalies and trends that can be followed up with detailed mapping and soil sampling.

Stream sediments samples are also planned for 2025 and will complement the district‐scale soil sampling program. 200 stream sediment samples will be collected along the valleys that drain into the eastern margin of the Cesar‐Rancheria basin.

Basin Scale Analysis

An analysis of the evolution of the Cesar‐Rancheria basin is being conducted to identify additional areas prospective for copper. The Cesar‐Rancheria basin stretches for more than 250 km, has demonstrable potential for significant copper deposits and remains largely unexplored.

A model of the geological and structural evolution of the Cesar‐Rancheria basin is being developed using existing information including, seismic data, oil well logs, satellite imagery and regional geology. The results of the analysis will be used to identify areas within the basin that have the right combination of factors required to develop large scale copper deposits:

good structural development to allow the mineralized fluids to move through the geological column.
presence of a chemical reductant that will cause copper minerals to precipitate from the fluids and
permissive rock types to host the copper minerals.

“The 2025 exploration season is off to an exceptional start with the significant footprint expansion at AM‐13 of over 30% coupled with the exciting new discovery of AM‐15 underscore the potential of large‐scale copper silver discoveries within the Sierra Azul Project," commented Brett Matich, CEO of MAX.

“The US $4.8 million budget for 2025, fully funded by Freeport, is an increase of 14% compared with 2024 and is focused on the development of priority targets for drilling and the identification of new significant size targets along the Serra Azul Project’s 120 km long mineralized trend,” he concluded.

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Figure 19: AM‐15: Map of Regional Soil Sample Lines at Serra Azul Copper Silver Project

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Map of Sierra Azul Project showing priority targets and district‐scale soil sample lines

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FLORÁLIA HEMATITE IRON ORE PROPERTY IN BRAZIL

In May 2024, the Company completed its due diligence in regard to a conditional LOI with Jaguar Mining Inc. (“Jaguar”), signed on April 12, 2024. In accordance with the LOI, the Company and Jaguar will enter into an Asset Purchase Agreement “(APA”) whereby the Company can purchase 100% of the Florália Mineral Right n[o] 832.022/2028 (“Florália Mineral Right”) by making cash payments totalling 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 APA (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 (paid);
US$200,000 within five business days following the date of 6 months from the effective date of the APA (Paid); and
US$200,000 within five business days following the date of 12 months from the effective date of the APA.

The Florália Hematite DSO Iron Ore Property (the “Property” or “Florália DSO”) is located 67‐km east of the city of Belo Horizonte, Minas Gerais, Brazil’s largest iron ore and steel producing State (refer to Figure 22). Florália DSO holds strategic advantages over other DSO projects due to its location and existing infrastructure including, existing 15 km road to rail loading terminal connecting to multiple steel mills and shipping ports. In addition, existing roads to established DSO buyers Vale (16 km NW) and ArcelorMittal (26 km NE).

Florália Exploration Completed During to the Year Ended December 31, 2024

Further to its news releases of May 16, June 17 and August 6, 2024, Max has entered into a definitive mineral right purchase agreement (the “APA”) with its wholly‐owned Brazilian subsidiary, Max Resource Brazil Ltda. (“Max Brazil” and, together with the Company, the “Max Entities”), Jaguar Mining Inc. (“Jaguar”) and Jaguar’s wholly‐owned Brazilian subsidiary, Mineração Serras Do Oeste Limitada (together with Jaguar, the “Jaguar Entities”), to acquire a 100% interest in Mineral Right n° 832.022/2018, which represents the Florália Property.

The Jaguar Entities and Max Entities are arm’s length parties and, as a result of the Transaction, no new insiders or control persons of the Company will be created. No finder’s fees or commissions are payable in connection with the Transaction. Closing of the Transaction remains subject to customary closing conditions, including, among others, the final approval of the TSX Venture Exchange.

Max announced the closing of the Florália transaction on October 11[th] and on November 4[th] , Max announced its intention to spin out the Florália assets to “Max Iron Brazil Ltd.” and seek a listing on the Australian Stock Exchange.

Max announced an update on the Florália DSO Project. Max reports high‐resolution drone magnetics at Florália has identified a large anomalous zone of surficial outcropping high‐grade mineralization associated with hematite type iron formation. The size of the anomalous area has far exceeded the approximate 160m by 160m historic open cut to around 1,500m by 1,000m based on the drone magnetics, field activities and 58 channel samples.

Max’s technical team has reviewed the new drone magnetics and channel sampling data and has significantly expanded the Florália hematite geological target from 8 to 12 Mt at 58% Fe to 50 to 70 Mt at 55% to 61% Fe.

Hematite mineralization tonnage potential estimation is based on in situ high‐grade outcrops and interpreted and modelled magnetic anomalies. Density value used for the estimate is 2.8t/m³. Hematite sample grades range between 55‐61%Fe. Itabirite mineralization tonnage potential estimation is based on in situ itabirite outcrop interpreted and modelled magnetic anomalies. Density value used for the estimate is 2.5t/m3. Itabirite sample grades range between 51‐55%Fe. The 58 channel samples were collected for chemical analysis from in situ outcrops in previously mined slopes of industrial materials. Channel samples weighed in average 14 kg. Chemical analysis was performed at ALS Laboratories. Metal Oxides are determined using XRF analysis. Fusion disks are made with pulped samples and the addition of a borate‐based flux. Max did not insert standards or blanks in the assay stream and is relying on ALS's lab QA/QC.

Florália Exploration Completed Subsequent to the Year Ended December 31, 2024

On March 30, 2025 Max provided an update on the Florália Hematite DSO Project, sampling program announcing high‐grade assay results from a total of 174 channel samples, taken across banded iron formation (BIF), with 131 returning values from 50 to 61%

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Fe with highlight value of 64.7% Fe (19mm fraction). Phosphorus values were low ranging from 0.01% to 0.05% (refer below to Tables 1 to 4 and Figure 20).

Max reported the inaugural 2025 drilling program consisting of approximately 800m of auger and 800m of diamond drilling was nearing completion. Preliminary results are due shortly. Max’s inaugural 2024 exploration program resulted significantly increasing the Florália DSO geological target from 8‐12 Mt at 58% Fe to 50 to 70 Mt at 55%‐61% Fe.

Max cautions investors the potential quantity and grade of the iron ore is conceptual in nature, and further cautions there has been insufficient exploration to define a mineral resource and Max is uncertain if further exploration will result in the target being delineated as a mineral resource. Hematite mineralization tonnage potential estimation is based on in situ high‐grade outcrops and interpreted and modelled magnetic anomalies. Density value used for the estimate is 2.8t/m³. Hematite sample grades range between 55‐61%Fe. The 58 channel samples were collected for chemical analysis from in situ outcrops in previously mined slopes of industrial materials.

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Table 3: Florália BIF results by Max (2024‐2025) and Jaguar (2023)

Channel Sample #	Global Fe (%)	Fraction (mm) Fe (%)	Channel Sample #	Global Fe (%)
FC‐001	57.6	63.8 (<0.15)	JGC‐001	58.2
FC‐002	54.9	57.4(22)	JGC‐002‐1	58.3
FC‐003	58.3	63.2 (<0.15)	JGC‐002‐2	61.0
FC‐004	52.3	57.0(<0.15)	JGC‐003‐1	52.0
FC‐005	57.4	64.0 (1)	JGC‐003‐2	58.8
FC‐006	58.3	61.3 (<0.15)	JGC‐004‐1	55.4
FC‐007	56.6	60.8 (16)	JGC‐004‐2	58.5
FC‐008	53.7	61.4 (<0.15)	JGC‐005‐1	57.4
FC‐009	58.9	62.3 (<0.15)	JGC‐005‐2	60.2
FC‐010	58.1	61.5 (0.15)	JGC‐006‐1	55.9
FC‐012	55.2	62.7 (<0.15)	JGC‐007‐1	61.9
FC‐013	52.2	55.0(16)	JGC‐007‐2	58.0
FC‐015	51.1		JGC‐008‐1	58.4
FC‐016	54.5		JGC‐008‐2	58.2
FC‐017	58.1	62.9 (19)	JGC‐009‐1	56.6
FC‐018	56.3		JGC‐009‐2	56.1
FC‐019	58.7	61.9 (22)	JGC‐010	53.2
FC‐021	52.8	55.3(1)	JGC‐011‐1	58.5
FC‐022	56.8	59.9(<0.15)	JGC‐011‐2	61.5
FC‐023	52.6		JGC‐012	59.6
FC‐024	59.8	62.6 (1)	JGC‐013	58.8
FC‐025	55.8		JGC‐014‐1	57.8
FC‐026	55.7		JGC‐014‐2	59.3
FC‐027	56.0		JGC‐015‐1	60.9
FC‐029	51.4	54.4(1)	JGC‐015‐2	61.4
FC‐030	56.4	59.7(0.15)	JGC‐016	63.7
FC‐031	56.4	62.6(19)	JGC‐017	54.5
FC‐032	53.6		JGC‐018	61.5
FC‐033	56.0		JGC‐019	60.2
FC‐034	53.1		JGC‐020	58.2
FC‐035	52.2	56.3(1)	JGC‐021	58.6
FC‐036	53.7		JGC‐022‐1	61.1
FC‐037	56.0	62.0 (0.15)	JGC‐022‐2	61.1
FC‐039	60.3	62.4 (1)	JGC‐022‐3	57.5
FC‐040	56.4		JGC‐023	58.8
FC‐041	54.8	62.1 (1)	JGC‐024	57.7
FC‐042	56.7		JGC‐025	60.6
FC‐043	61.0	64.9 (1)	JGC‐026‐1	56.0
FC‐044	51.9		JGC‐026‐2	54.4
FC‐045	56.3		JGC‐026‐3	52.5
FC‐046	52.9	63.6 (19)	JGC‐027	58.2
FC‐047	56.2		JGC‐028	58.6
FC‐048	57.6	59.1(1)	JGC‐029	55.0
FC‐049	58.4		JGC‐030	58.0
FC‐050	55.1		JGC‐031	56.5
FC‐051	55.0	58.8(1)	JGC‐031‐1	56.8
FC‐052	54.0		JGC‐032‐2	58.2
FC‐053	56.8		JGC‐033	56.7
FC‐054	54.1	59.6(6.3)	JGC‐034	56.9
FC‐055	56.3		JGC‐035	59.3
FC‐056	55.0		JGC‐036‐1	58.5
FC‐057	58.3		JGC‐036‐2	58.8
FC‐058	60.5	62.8 (0.15)	JGC‐037	57.3
FC‐059	59.7		JGC‐038	54.7
FC‐061	51.1	58.1(19)	JGC‐039	57.9

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FC‐063	52.2	56.6(19)	JGC‐040	61.4
FC‐064	55.1	58.1(19)	JGC‐041	54.8
FC‐065	52.0	55.4(16)
FC‐071	51.6	53.9(19)
FC‐074	53.7	54.6(19)
FC‐075	56.7	59.6(<0.15)
FC‐077	56.8	58.3(<0.15)
FC‐094	53.9	58.0(19)
FC‐122	50.9	59.5(19)
FC‐123	51.2	56.5(19)
FC‐131	51.6	57.8(19)
FC‐146	59.8	65.8 (<0.15)
FC‐151	54.5	60.0 (6.3)
FC‐159	56.1	63.6 (16)
FC‐160	51.6	61.6 (16)
FC‐161	52.1	57.9(16)
FC‐162	58.2	64.7(19)
FC‐169	52.1	59.5(19)
FC‐170	53.1	57.2(19)

Table 4: Florália BIF fraction results by Max (2024‐2025

Channel Sample #	Global Fe (%)	22mm Fe (%)	19mm Fe (%)	16mm Fe (%)	6.3mm Fe (%)	1mm (Fe%)	0.15mm Fe (%)	Fe (%) <0.15mm
FC‐001	57.6	44.9	42.0	44.0	51.9	56.9	59.2	63.8
FC‐002	54.9	57.4	57.3	54.7	56.5	56.0	47.6	57.3
FC‐003	58.3	59.9	58.1	59.1	58.2	57.1	54.5	63.2
FC‐004	52.3	52.3	52.5	52.1	53.3	53.1	47.8	57.0
FC‐005	57.4	63.5	62.1	63.2	63.3	64.0	45.8	50.4
FC‐006	58.3	59.4	60.5	60.0	58.8	61.2	51.8	61.3
FC‐007	56.6	60.0	60.7	60.8	57.6	56.1	49.4	60.5
FC‐008	53.7	57.7	55.8	55.6	55.4	53.1	46.2	61.4
FC‐009	58.9	60.5	57.9	58.2	59.4	59.8	53.8	62.3
FC‐010	58.1	53.5	51.9	53.7	53.7	56.3	61.5	60.3
FC‐012	55.2	57.0	56.2	56.9	56.5	54.2	48.0	62.7
FC‐013	52.2	53.2	54.6	55.0	53.8	52.2	47.7	51.7
FC‐017	58.1	58.2	62.8	58.7	61.2	60.0	55.4	58.7
FC‐019	58.7	61.9	59.9	58.7	60.6	61.0	54.6	59.7
FC‐021	52.8	49.1	51.0	50.9	54.3	55.3	52.3	50.8
FC‐022	56.8	48.7	49.0	45.9	50.4	56.9	59.6	59.9
FC‐024	59.8	51.5	59.2	54.5	60.5	62.6	59.7	59.0
FC‐029	51.4	51.7	52.6	51.0	53.9	54.4	49.5	48.0
FC‐030	56.4	48.3	44.0	50.8	55.2	58.1	59.7	58.0
FC‐031	56.4	62.0	62.6	61.4	61.3	59.3	48.8	51.7
FC‐035	52.2	47.9	55.0	53.9	53.7	56.3	51.5	49.6
FC‐037	56.0	46.8	43.1	43.5	51.4	60.0	62.0	58.1
FC‐039	60.3	58.8	57.6	58.5	59.2	62.4	61.0	57.1
FC‐041	54.8	54.6	50.3	55.0	58.1	62.1	51.8	56.5
FC‐043	61.0	61.3	63.6	63.4	64.3	64.9	59.8	58.6
FC‐046	52.9	59.0	63.6	59.2	60.0	60.1	47.9	52.7
FC‐048	57.6	51.2	46.8	49.8	56.7	59.1	58.5	58.3
FC‐051	55.0	55.3	52.3	53.8	56.7	58.8	52.5	55.3
FC‐054	54.1	55.8	58.3	54.4	59.6	56.6	45.6	55.5
FC‐058	60.5	54.4	55.9	57.7	59.6	60.2	62.8	60.1
FC‐061	51.1		58.1	57.1	56.0	47.6	38.6	42.0
FC‐063	52.2		56.6	55.5	54.9	52.7	46.4	53.5
FC‐064	55.1		58.1	57.1	57.0	55.7	51.0	54.7
FC‐065	52.0		55.0	55.4	53.3	51.7	48.8	51.1

Page | 29

FC‐071	51.6	53.9	53.0	52.5	52.8	47.4	52.8
FC‐074	53.7	54.6	53.2	54.3	54.1	53.7	52.7
FC‐075	56.7	57.4	57.0	57.5	56.5	51.2	59.6
FC‐077	56.8	57.4	57.3	57.9	56.3	55.0	58.3
FC‐078	52.0	59.9	55.2	52.5	52.0	51.4	52.1
FC‐094	53.9	58.0	55.7	56.9	55.8	50.7	53.2
FC‐122	50.9	59.5	59.3	56.4	53.0	47.2	55.4
FC‐123	51.2	56.5	53.9	53.5	51.8	47.8	56.4
FC‐131	51.6	57.8	56.6	56.3	50.5	41.4	41.8
FC‐146	59.8	63.1	61.6	58.2	56.5	60.1	65.8
FC‐151	54.5	59.5	59.9	60.0	56.7	48.7	48.2
FC‐159	56.1	63.2	63.6	62.8	59.3	48.3	51.4
FC‐160	51.6	60.4	61.6	59.4	56.2	42.8	42.5
FC‐161	52.1	56.2	57.8	57.4	53.8	54.3	46.1
FC‐162	58.2	64.7	63.7	63.9	59.5	44.9	45.8
FC‐169	52.1	59.5	58.6	57.4	49.8	43.8	42.8
FC‐170	53.1	57.2	56.4	55.4	56.0	48.2	35.4

Figure 20: Florália geochemistry, logistics & drill hole locations

==> picture [490 x 314] intentionally omitted <==

Florália channel geochemistry, logistics, auger and diamond drill hole locations

On April 2025, Max announced successful iron ore (Fe) and recovery results from dry magnetic test work at its Florália Hematite DSO Project. Based on the positive results from the preliminary dry magnetic tests (refer to NR dated March 31, 2025), Max collected 6 bedrock 80kg samples (FL‐001 to 006) from across the Florália property. Each sample was crushed in 3 fractions 12mm, 6mm and 2mm for dry magnetic test work at Inbras Laboratory Brazil (manufacturer of dry magnetic units). Sample (FL‐005) was split into two equal portions an internal check (refer to Figure 21, 23 and Table 5).

Highlights

FL‐001: 69.5% Fe at 81% recovery from 59.7% 6mm fraction sample (1500,2500,7500 Gauss) FL‐002: 66.9% Fe at 73% recovery from 59.7% 6mm fraction sample (1500, 2500,7500 Gauss) FL‐003: 68.7% Fe at 78% recovery from 64.9% 2mm fraction sample (1500,2500,7500 Gauss) Page | 30

FL‐004: 61.8% Fe at 76% recovery from 57.5% 12mm fraction sample (2500,7500 Gauss) FL‐005: 60.2% Fe at 78% recovery from 46.2% 6mm faction sample (1500,2500,7500 Gauss) FL‐006: 59.3% Fe at 67% recovery from 47.8% 2mm fraction sample (1500,2500,7500 Gauss)

Figure 21: Florália dry magnetic test work, XRF and recovery results

==> picture [447 x 252] intentionally omitted <==

Max cautions investor that handheld XRF analysis is not chemical analysis. All samples have been sent to ALS Laboratories for follow up chemical analysis. The Max Resource technical team feel iron ore is a relatively homogenous material and XRF analysis should be an applicable initial analysis method.

==> picture [331 x 54] intentionally omitted <==

Florália DSO holds strategic advantages over other DSO (direct shipping ore) projects in the Minas Gerais region due to its location and existing infrastructure: 1) only 15 km southeast by road to rail loading terminal connecting to multiple steel mills and shipping ports and 2) a short distance to potential DSO buyers Vale (16 km northwest) and Arcelor Mittal (26 km northeast) (refer to Figure 21).

Page | 31

Figure 22: Strategic advantages over other DSO (direct shipping ore) project

==> picture [468 x 133] intentionally omitted <==

==> picture [468 x 132] intentionally omitted <==

Dry Magnetic Test Work Method Each sample was split into 3 sub‐samples and crushed yielding a 12mm, 6mm and 2mm sub‐sample, which were subsequently dried to an approximate moisture content of 0.3% H₂O. After removing a 600‐gram cut, each crushed sub‐sample was exposed to first a 1400 Gauss magnetic drum, then a 2500 Gauss magnetic drum and finally a 7500 Gauss magnetic drum resulting in three concentrates and final tails. Potential Fe recovery of waste tailing with further test work. This resulted in 5 splits from each sub‐ sample: 600‐gram cut, 1400 Gauss concentrate, 2500 Gauss concentrate, 7500 Gauss concentrate, and final tails.

The 600gram‐cut, each of the three concentrates and the final tails were then read with an Olympus Vanta Series M portable XRF unit for % iron (Fe). Can Enrique include a line about how each sample was analyzed.

The 1400 Gauss concentrates ran 63.46% to 69.99% iron in the 2mm fraction, 65.81% to 69.99% iron in the 6mm fraction and 58.47% to 69.99% iron in the 12mm fraction. The 2500 Gauss concentrates ran 51.18% to 69.99% iron in the 2mm fraction, 52.22% to 69.99% iron in the 6mm fraction and 51.44% to 69.99% iron in the 12mm fraction. The 7500 Gauss concentrates ran 44.45% to 62.90% iron in the 2mm fraction, 48.24% to 64.58% iron in the 6mm fraction and 45.20% to 69.80% iron in the 12mm fraction.

In addition, all but two of the 21 splits returned concentrate recoveries above 65%, with 15 returning in excess of 70% and 11 returning in excess of 76%.

Page | 32

Table 5. Florália dry magnetic test work, XRF and recovery results

	FL001	FL001	FL001	FL002	FL002	FL002	FT003	FT003	FT003	FL004	FL004	FL004	FL005	FL005	FL005	FL005a	FL005a	FL005a	FL006	FL006	FL006
2mm fraction	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery
subsample	26.78			30.35			27.39			26.89			16.93			14.71			29.43
Feed	0.59	63.22		0.77	60.10		0.75	64.90		0.63	56.37		0.38	52.78					0.88	47.78
1400 Gauss Conc.	11.77	69.99	44.0%	10.20	69.99	33.6%	3.19	69.99	11.6%	1.58	NS	5.9%	6.95	63.46	41.1%	4.63	66.78	31.5%	4.52	69.99	15.4%
2500 Gauss Conc.	8.44	69.99	31.5%	3.61	67.71	11.9%	14.52	69.99	53.0%	11.32	65.64	42.1%	3.28	55.18	19.4%	3.36	59.03	22.8%	9.75	55.69	33.1%
7500 Gauss Conc.	1.05	61.79	3.9%	3.69	62.90	12.2%	3.59	62.63	13.1%	8.31	54.28	30.9%	2.43	51.25	14.4%	2.03	50.72	13.8%	3.71	44.45	12.6%
Tails	4.57	32.29		9.50	45.82		6.37	53.25		5.11	41.89		4.43	36.80		3.87	28.48		10.92	47.21
Fe% Conc./Recovery		69.5	79.4%		67.97	57.7%		68.67	77.8%		61.5	78.9%		58.97	74.8%		61.12	68.1%		59.33	61.1%
6mm fraction	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	% recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery
subsample	27.45			30.47			26.14			26.79			13.53			18.68			29.61
Feed	0.51	59.72		0.65	59.69		1.19	65.46		0.53	55.61		0.73	46.18					0.93	50.45
1400 Gauss Conc.	11.53	69.99	42.0%	9.58	69.99	31.4%	3.56	69.99	13.6%	0.00	NS	0.0%	5.25	65.81	38.8%	5.34	67.50	28.6%	3.68	68.94	12.4%
2500 Gauss Conc.	9.32	69.99	34.0%	8.56	65.24	28.1%	13.12	69.99	50.2%	12.23	64.73	45.7%	3.18	58.87	23.5%	4.77	59.03	25.5%	11.38	52.22	38.4%
7500 Gauss Conc.	1.30	62.27	4.7%	4.15	63.47	13.6%	4.05	64.58	15.5%	8.21	52.10	30.6%	2.14	48.36	15.8%	3.36	50.84	18.0%	4.75	48.24	16.0%
Tails	4.69	35.01		8.98	34.58		5.46	54.81		6.00	38.59		3.56	23.84		4.55	24.95		9.19	46.25
Fe% Conc./Recovery		69.45	80.7%		66.92	73.2%		69.9	79.3%		59.65	76.3%		60.19	78.2%		61.37	72.1%		58.55	66.9%
12mm fraction	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery	kg wt	XRF Fe%	Recovery
subsample	28.09			30.51			26.13			26.76			19.64			12.82			30.71
Feed	0.50	62.02		0.94	57.07		0.67	66.18		0.57	57.51		0.76	50.40					0.59	45.67
1400 Gauss Conc.	12.80	69.99	45.6%	8.56	69.99	28.1%	2.80	69.99	10.7%	0.00	NS	0.0%	7.50	64.74	38.2%	3.67	66.16	28.6%	2.73	58.47	8.9%
2500 Gauss Conc.	8.31	69.99	29.6%	8.60	63.74	28.2%	13.18	69.99	50.4%	12.51	63.08	46.8%	5.22	52.93	26.6%	3.60	55.88	28.1%	12.28	51.44	40.0%
7500 Gauss Conc.	1.47	61.25	5.2%	4.15	60.43	13.6%	4.70	69.80	18.0%	7.87	59.84	29.4%	2.84	45.78	14.5%	1.82	54.19	14.2%	5.81	45.20	18.9%
Tails	6.43	33.63		8.78	32.58		5.18	54.98		5.90	40.48		4.68	23.30		3.19	22.79		9.04	41.69
Fe% Conc./Recovery		69.34	80.4%		65.57	69.8%		69.88	79.1%		61.83	76.2%		59.89	79.2%		60.5	70.9%		53.12	67.8%

Figure 23: Florália dry magnetic sample locations

==> picture [498 x 318] intentionally omitted <==

Florália channel geochemistry, logistics, auger and diamond drill hole locations

“The dry magnetic test work was a great success delivering high‐grade iron ore (Fe) results well above the benchmark of 62% Fe. The previously announced channel sampling results were significant, taken across banded iron formation, 131 of 174 returning values from 50 to 61% Fe. We look forward to the initial drilling results due shortly.” Max CEO commented.

Page | 33

“Max Iron Brazil has In‐Principle Advice from ASX, plans on listing on the official ASX list, and to secure funding for the next stage of exploration and development for the Floralia DSO Project,” he concluded

Quality Assurance

Chemical analysis was performed at ALS Laboratories. Metal Oxides are determined using XRF analysis. Fusion disks are made with pulped samples and the addition of a borate‐based flux. Analysis at ALS is for a 24‐element suite. FeO is determined using titration and LOI using loss determination by thermogravimetric analysis at 1000°C.

Max did not insert standards or blanks in the assay stream and is relying on ALS's lab QA/QC. The ALS lab inserts its own standards at set frequencies and monitors the precision of the XRF analysis. These results reported well within the specified 2 standard deviations of the mean grades for the main elements.

RT GOLD PROPERTY IN PERU

On September 16, 2020, Max executed an option agreement to acquire a 100% interest in the RT Gold Property (the “Property”) and on November 4, 2021, the option agreement was amended to change the dates and payments to:

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 March 20, 2027

Upon the Company acquiring a 100% interest in the Property, the vendors will retain a 2.5% net smelter royalty.

The Property consists of two contiguous mineral concessions located 760‐km northwest of Lima, Peru and sits along the Cajamarca Metallogenic belt, extending north from Central Peru into Southern Ecuador.

On June 29, 2023, Max filed a technical report for its RT Gold Property. This report, dated March 8, 2023, is titled “RT Gold Project, Cajamarca, Peru” was prepared for Max, by Qualified Person (“QP”) Luis Rodrigo Peralta FAusIMM CP (Geo) in accordance with National Instrument 43‐101 Standards of Disclosure for Mineral Projects ("NI 43‐101"). The report can be found on the Company's website at https://maxresource.com

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.

Quality Assurance

The technical content of this Management Discussion and Analysis was reviewed and approved by R. Tim Henneberry, P.Geo.(BC), an Advisor to the Company.

Page | 34

1.3 Selected Annual Information

As at December 31, 2024, the Company was listed on the TSX‐V. The Company has not recorded any revenues in the current fiscal year and depends upon share issuances to fund its administrative and exploration expenses. See the summary of results, below:

	2024 $	2023 $	2022 $
Revenues	‐	‐	‐
Expenses	(5,885,965)	(4,159,852)	(5,649,478)
Net loss for theyear	(5,674,833)	(7,577,368)	(5,652,234)
Comprehensive loss for theyear	(5,706,466)	(7,577,368)	(5,652,234)
Basic and diluted net lossper common share	(0.03)	(0.05)	(0.04)

Exploration and evaluation assets	14,333,695	11,769,566	9,182,683
Total assets	19,860,227	18,750,771	25,569,423
Total long‐term liabilities	53,657	‐	270,913
Workingcapital	757,568	5,285,382	14,337,055
Dividendsper share	‐	‐	‐

The Company’s current projects are at the exploration and development stages and have not generated any revenues.

At December 31, 2024, the Company had not yet achieved profitable operations and had accumulated losses of $54,428,983 (2023 ‐ $48,754,150) since inception. The net losses for the years ended December 31, 2024 and 2023 resulted in a net loss per share of $0.03 and $0.05, respectively.

At December 31, 2024, the Company has no continuing source of operating revenues. The Company has not paid any dividends on its common shares nor does it have any present intention of paying dividends on its common shares, as it anticipates that all available funds for the foreseeable planning horizon will be invested to finance its business activities.

Page | 35

1.4 Results of Operations

Year ended December 31, 2024

During the year ended December 31, 2024 (the “current period”), the Company incurred a loss of $5,674,833 compared to a loss of $7,577,368 for the year ended December 31, 2023 (the “comparative period”). Variances between the current period compared to the comparative period are shown in the table below:

Expenses	Increase / Decrease in Expenses	Explanation for Change
Consulting and employment costs	Decrease of $177,569	Decreased due to a decrease in administrative wages in Peru from the termination of the RT Gold Property in 2023 and fewer consultants being engaged as the Company focused on closingthe EIA with Freeport and the DMRPA with Jaguar.
Marketing	Decrease of $78,511	Decreased due to the Company decreasing its marketing initiatives.
Office and miscellaneous	Decrease of $312,296	Decreased due to the Company recovering costs from Freeport for certain Colombia subsidiaries.
Professional fees	Increase of $143,643	Increased due to additional legal fees incurred relating to the EIA with Freeport and the acquisition of the Florália Mineral Right from Jaguar duringthe currentperiod.
Property investigation costs	Increase of $260,147	Increased due to the Company investigating potential new projects during the current period, including the recently acquired Florália Mineral Right.
Share‐based compensation	Increase of $2,068,572	Increased due to the Company’s first tranche of PSU’s vesting during 2024 Q2, the granting of options in 2024 Q3, the recording of the Company’s second tranche of PSUs in 2024 Q4. No options were granted or PSUs vested in the comparativeperiod.

In addition to the above, the Company reported the following changes from the current period compared to the comparative period:

a decrease of $151,461 in foreign exchange loss due to the changes in the foreign exchange rates between the Canadian dollar, United States dollar, Colombian Peso, Peruvian Sol, and Brazilian Real;
a decrease of $307,090 in interest income due to the Company having less funds invested in higher interest bearing financial instruments;
an increase of $57,680 in operator fee income due to the Company charging operator fees for the Sierra Azul Copper‐ Silver Project in the current period;
a decrease of $247,878 in gain on debt settlement as there were no debt settlements in the current period; and
a decrease of $4,125,936 in the write‐off of exploration and evaluation assets as there were no write‐offs in the current period.

Page | 36

1.5 Summary of Quarterly Results

	Q42024 $	Q32024 $	Q22024 $	Q12024 $	Q42023 $	Q32023 $	Q22023 $	Q12023 $
Revenue	‐	‐	‐	‐	‐	‐	‐	‐
Loss	(767,438)	(1,433,677)	(2,626,419)	(847,299)	(4,864,747)	(868,797)	(976,152)	(867,672)
Comprehensive Loss	(799,071)	(1,433,677)	(2,626,419)	(847,299)	(4,864,747)	(868,797)	(976,152)	(867,672)
Lossper share	(0.00)	(0.01)	(0.01)	(0.00)	(0.03)	(0.01)	(0.01)	(0.01)

The loss for 2023 Q4 included a $247,878 gain on settlement of long‐term debt and a $4,125,936 write‐off of exploration asset.

The loss for 2024 Q2 included a $1,240,000 expense related to the vesting of PSUs.

The loss for 2024 Q3 included a $325,772 expense related to the granting of share options.

The loss for 2024 Q4 included a $502,800 expense related to the grant of PSUs and a recovery from Freeport of $422,115 in office and miscellaneous and $33,033 in professional fees.

1.6 Liquidity and Solvency

At December 31, 2024, the Company had working capital of $757,568 including cash and cash equivalents of $4,042,394. This compares to working capital of $5,285,382 at December 31, 2023, inclusive of cash and cash equivalents of $6,308,230.

The decrease in cash totalling $2,265,836 during the year ended December 31, 2024 was a result of operating activities consuming $2,624,969 in cash, exploration and evaluation assets consuming $6,240,344 in cash, equipment purchases of $419,970 in cash, and repayment of the loan payable and lease liabilities costing $82,183 in cash. The decrease was offset by the Company receiving $5,094,784 from Freeport for the Sierra Azul Copper‐Silver Project EIA.

Cash flow to date has not satisfied the Company’s operational requirements. The development of the Company in the future will depend on the Company’s ability to obtain additional financings. While the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable.

1.7 Capital Resources

As at December 31, 2024, the Company had a cash and cash equivalents balance of $4,042,394 (2023 ‐ $6,308,230) to settle current liabilities of $3,961,987 (2023 ‐ $1,275,140). The Company expects to fund its liabilities and its acquisition, exploration, and operational activities over the next fiscal year with cash on hand and from cash received from the issuance of equity securities, primarily through private placements and the exercise of share options and warrants. Additionally, the Company expects to continue to receive funds from Freeport in relation to the Sierra Azul Copper‐Silver Project EIA.

1.8 Off Balance Sheet Arrangements

The Company has granted a 0.5% net smelter royalty on 47 (December 31, 2023 – 44) mineral license applications to Endeavour Silver Corp., of which none have been converted into CMC contracts.

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.

Page | 37

1.9 Transactions with Related Parties

Related party balances

The following amounts due to related parties are included in accounts payables and accrued liabilities:

December 31,	2024	2023
	$	$
Alex Helmel, CFO	24,830	12,298
Brett Matich, CEO, President, Director of the Company	73,813	35,876
Kelly Pladson, Corporate Secretary	206	‐
Paul John, Director of the Company	20,000	‐
Paul Matich, Director of Max Iron	713	‐
Prudent Minerals, a Company with common directors	‐	34,112
Redonda Management Ltd., a company controlled by Alex Helmel	15,750	15,750
Stonefish Capital Inc., a company controlled by Bruce Counts, previously VP of
Exploration	‐	5,385
	135,312	103,421

These amounts are unsecured, non‐interest bearing and have no fixed terms of repayment.

Key management personnel compensation (consisting of management and certain directors)

Years ended December 31:	2024	2023
	$	$
Management fees paid to Mardu Investments Ltd.	288,000	288,000
Management fees paid to Redonda Management Ltd.	180,000	180,000
Management fees paid to Heritage Benefit Planners Inc., a Company controlled by
Patrick Frandle, Director of the Company	22,500	15,000
Management fees paid to Paul John, Director of the Company	20,000	20,000
Management fees paid to Stonefish Capital Inc.	‐	16,000
Consulting fees paid to Nia Capital Corp., a Company controlled by Kelly Pladson	60,000	56,000
Geological consulting fees included in exploration assets paid to Stonefish Capital Inc.	‐	40,000
Geological consulting fees included in exploration assets paid to HCG Gestao de Dados
Mineraious, a Company controlled by Henrique De Sales, a Director of MR Brazil	91,000	‐
Share‐based compensation related to the vesting of share options and PSUs issued to
various Directors and Officers of the Company	1,750,844	‐
	2,412,344	599,000

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1.10 Fourth Quarter Highlights

Three months ended December 31, 2024

During the three months ended December 31, 2024 (the “current quarter”), the Company incurred a loss of $767,438 compared to a loss of $4,864,747 for the three months ended December 31, 2023 (the “comparative quarter”). Variances between the current period and comparative period are shown in the table below:

Expenses	Increase / Decrease in Expenses	Explanation for Change
Consulting and employment costs	Decrease of $115,691	Decreased due to a decrease in administrative wages in Peru from the termination of the RT Gold Property in 2023 and fewer consultants being engaged as the Company focused on closingthe DMRPA with Jaguar.
Office and miscellaneous	Decrease of $354,038	Decreased due to the Company recovering costs from Freeport for certain Colombia subsidiaries in the current quarter.
Professional fees	Decrease of $58,396	Decreased due to the Company recovering costs from Freeport for certain Colombia subsidiaries in the current quarter.
Share‐based compensation	Increase of $502,800	Increased due to the Company recording the second tranche of PSUs in 2024 Q4. No options were granted or PSUs vested in the comparativequarter.

In addition to the above, the Company reported the following changes from the current period compared to the comparative period:

a decrease of $317,914 in foreign exchange loss due to the changes in the foreign exchange rates between the Canadian dollar, United States dollar, Colombian Peso, Peruvian Sol, and Brazilian Real;
a decrease of $64,267 in interest income due to the Company having less funds invested in higher interest bearing financial instruments;
an increase of $57,680 in operator fee income due to the Company charging operator fees for the Sierra Azul Copper‐ Silver Project in the current quarter;
a decrease of $247,878 in gain on debt settlement as there were no debt settlements in the current quarter; and
a decrease of $4,125,936 in the write‐off of exploration and evaluation assets as there were no write‐offs in in the current quarter.

1.11 Proposed Transactions

There are no proposed transactions that will materially affect the performance of the Company other than those which have been disclosed in this MD&A.

1.12 Critical Accounting Estimates

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 the Financial Statements are outlined below.

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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.

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.

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.

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.

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1.13 Changes in Accounting Policies including Initial Adoption

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.

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

1.14 Classification of financial instruments

Financial assets included in the statement of financial position are as follows:

	2024	2023
	$	$
Cash and cash equivalents	4,042,394	6,308,230
Receivables	‐	19
	4,042,394	6,308,249

Financial liabilities included in the statement of financial position are as follows:

	2024	2023
	$	$
Non‐derivative financial liabilities:
Accountspayables	3,254,508	964,225
	3,254,508	964,225

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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.

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.

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

≤1 Year $ >15 Years $ >610 Years $	Total $
Accountspayable 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.

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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 Accounts payables Loanspayable	1,786,847 11,375 (1,827,903) (198,261) ‐ (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 United Sates dollars, 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 period. The Company is not subject to any externally imposed capital requirements.

Other risks and uncertainties

The business and operations of the Company are subject to numerous risks, many of which are beyond the Company’s control. The Company considers the risks set out below to be some of the most significant to potential investors in the Company, but not all of the risks are associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently unaware or which it considers to be material in relation to the Company’s business actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities could decline and investors may lose all or part of their investment.

The Company is engaged in the acquisition, exploration and development of mineral properties. Given the nature of the resource business, the limited extent of the Company’s assets, and the present stage of exploration, the following risks factors, among others, should be considered.

Exploration, Development and Operating Risks

The Company is in the process of exploration and development of its properties and has not yet generated any revenues from production. The recovery of expenditures on mineral properties and the related exploration and evaluation expenditures are dependent on the existence of economically recoverable mineralization, the ability of the Company to obtain financing necessary to complete the exploration and development of its Projects, and upon future profitable production, or alternatively, on the sufficiency of proceeds from disposition. Resource exploration is highly speculative in nature, involves many risks and frequently is non‐productive. There is no assurance that the Company’s efforts will be successful and will result in commercial production or profitability.

Fluctuating Resource Prices

The economics of resource exploration and development are affected by many factors beyond the Company’s control, including commodity prices, the cost of operations, variations in the quantity and quality of resources and fluctuations in the market price of those resources. Depending on the price of resources, the Company may determine that it is impractical to continue a resource exploration operation or to develop one. Resource prices are prone to fluctuations and the marketability of resources are affected

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by government regulation relating to price, royalties, allowable production and the importing and exporting of resources, the effect of which cannot be accurately predicted.

Financing Risks and Dilution to Shareholders

The Company has limited financial resources and no revenues. The Company will require additional funds to continue with its current business. Additionally, if the Company’s programs on its Projects are successful, additional funds will be required for the purposes of further exploration and development. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favourable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company’s shareholders.

Title to Properties

Acquisition of title to mineral properties in Colombia and Peru can be a very detailed and time‐consuming process. Title to, and the area of, properties could be disputed. The Company cannot give a certain assurance that title to its properties will not be challenged or impugned. A successful claim that the Company does not have title to its properties could cause the Company to lose any rights to explore, develop and mine any resources or minerals on its properties without compensation for its prior expenditures relating to its properties.

Regulatory, Permit and License Requirements

The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be governed by laws and regulations concerning exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. Companies engaged in the exploration and development of mineral properties generally experience increased costs and delays in development and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that all permits which the Company may require for facilities and the conduct of exploration and development operations on the properties will be obtainable on reasonable terms, or that such laws and regulations will not have an adverse effect on any exploration or development project which the Company might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of resource companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or exploration and development costs, or require abandonment or delays in the development of new or existing properties.

Competition

The resource exploration and development industry is highly competitive. The Company will have to compete with other companies, many of which have greater financial, technical and other resources than the Company, for, among other things, the acquisition of minerals claims and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. Failure to compete successfully against other mining companies could have a material adverse effect on the Company and its prospects.

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon the performance of its directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company’s business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Local Resident Concerns

Apart from ordinary environmental issues, the exploration and development the Company’s Projects could be subject to resistance from local residents that could either prevent or delay exploration and development of its properties.

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Environmental Risks

The Company’s exploration and development programs will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the resource business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that mines and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Currency Risks

The Company’s financial results are reported in Canadian dollars. The Company’s exploration properties are located in Colombia and Peru and the Company incurs most of its expenditures in United States dollars. Any appreciation in the currency of the United States, Colombia, or Peru against the Canadian dollar will increase the Company’s costs of carrying out operations and its ability to continue to finance its operations. Such fluctuations could have a material adverse effect on the Company’s financial results.

Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The BCBCA provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to an issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA and applicable internal corporate governance or board policies where and when applicable.

Political Risks

The Company’s operations may be adversely affected by changes in governmental policies or other economic developments which are not within the control of the Company including a change in taxation policies, economic sanctions, and currency control. The Company is subject to various laws governing exploration, development, production, export of products, taxes, labour standards and occupational health, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which could increase the cost of operations.

Uninsurable Risks

Exploration, development and production operations on resource properties involve numerous risks, including unexpected or unusual geological and/or operating conditions, fires, floods, earthquakes and other environmental occurrences, any of which could result in damage to, or destruction of, producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company’s results of operations and financial condition and could cause a decline in the value of the Company’s shares.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

Contingencies

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.

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1.15 Other MD&A Requirements

Equity Securities Issued and Outstanding

Common Shares

The Company has one class of common shares. Below is a summary of the common shares, share options, warrants, and Performance Share Units (“PSUs”) issued and outstanding as at December 31, 2024 and the date of this report.

	December 31,	Date of this
	2024	report
Common shares	179,884,325	179,884,325
Share options	11,610,000	11,310,000
Warrants	14,825,000	14,825,000
PSUs	6,285,000	6,285,000

Share Options

The following tranches of share options are outstanding as of the date of this report:

Number of options
outstanding and
exercisable	Exerciseprice	Expiry date
	$
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
11,310,000

Warrants

The following tranches of warrants are outstanding as of the date of this report:

Number of warrants
outstanding	Exerciseprice	Expiry date
	$
14,825,000	0.36	March 28, 2026
14,825,000

Other Information

Additional information relating to the Company can be found on or in:

the Company’s website at www.maxresource.com ;
SEDAR at www.sedarplus.ca; and
the Company’s Financial Statements for the years ended December 31, 2024 and 2023.

This MD&A was approved by the Board of Directors of Max Resource Corp effective April 30, 2025.

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AI assistant

MAX Resource Corp. — Management Reports 2025

42759_rns_2025-05-01_b05b5a6c-c278-4514-a59e-0c3eba987ec6.pdf

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

1.1 Date of report: April 30, 2025

CAUTION REGARDING FORWARD‐LOOKING STATEMENTS

1.2 Overall Performance

Acquisition of Bay Street

Financings

Subsequent Events

Exploration and Evaluation Assets

Change in capitalized expenditures during the year ended December 31, 2024

Change in capitalized expenditures during the year ended December 31, 2023

Sierra Azul Copper Silver Project

AM District

Conejo District

URU District

Target Evaluation

Regional Exploration

URU District

Conejo District

Sierra Azul Exploration Completed During the Year Ended December 31, 2024

Airborne Magnetic & Radiometric Survey

Quality assurance for March 25, 2024 Assay Results

AM‐13 Highlights

Target AM‐13 Description

Highlights

AM‐15: New Discovery – Potential Manto‐Style Parallel to AM‐13

Freeport McMoRan Funded US $4.8 Million Approved Exploration Budget for 2025

Drill Target Development

District Scale Exploration

Basin Scale Analysis

FLORÁLIA HEMATITE IRON ORE PROPERTY IN BRAZIL

Florália Exploration Completed During to the Year Ended December 31, 2024

Florália Exploration Completed Subsequent to the Year Ended December 31, 2024

Highlights

Quality Assurance

RT GOLD PROPERTY IN PERU

Quality Assurance

1.3 Selected Annual Information

Year ended December 31, 2024

1.5 Summary of Quarterly Results

1.6 Liquidity and Solvency

1.7 Capital Resources

1.8 Off Balance Sheet Arrangements

1.9 Transactions with Related Parties

Related party balances

1.10 Fourth Quarter Highlights

Three months ended December 31, 2024

1.11 Proposed Transactions

1.12 Critical Accounting Estimates

Significant judgements

Going concern

Functional currency

Acquisition of assets

Significant estimates

Valuation of share‐based compensation

Income taxes

Valuation of right‐of‐use asset and lease liability

1.13 Changes in Accounting Policies including Initial Adoption

Accounting standards adopted

New accounting standards issued and not yet effective

1.14 Classification of financial instruments

Fair value

Financial Risk and Capital Management

Credit risk

Liquidity risk

Currency risk

Interest rate risk

Capital management

Other risks and uncertainties

Exploration, Development and Operating Risks

Fluctuating Resource Prices

Financing Risks and Dilution to Shareholders

Title to Properties

Regulatory, Permit and License Requirements

Competition

Reliance on Management and Dependence on Key Personnel

Local Resident Concerns

Environmental Risks

MAX Resource Corp. Management Reports 2025