MAX Resource Corp. — Proxy Solicitation & Information Statement 2025

Jan 30, 2025

MAX RESOURCE CORP.

TSX.V MAX

1570 - 200 Burrard Street
Vancouver, British Columbia, V6C 3L6, Canada

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING

Notice is hereby given that an annual general & special meeting (the "Meeting") of shareholders of Max Resource Corp. (the "Company") will be held at the office of McMillan LLP, Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, on February 26, 2025, at 10:00 a.m. (Pacific Time).

The Meeting is to be held for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2023, the report of the auditor thereon, and the related management discussion and analysis;
2. to set the number of directors at three (3);
3. to elect directors of the Company for the ensuing year;
4. to re-appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing financial year and to authorize the directors to set the auditor's remuneration;
5. to consider and, if thought fit, to approve, with or without variation, an ordinary resolution approving the amendment to and continuation of the Company's current omnibus equity incentive compensation plan as more particularly described in the Company's accompanying information circular (the "Information Circular");
6. to consider and, if thought fit, to approve, with or without variation, a resolution of disinterested shareholders approving the conditional grant on October 11, 2024, of an aggregate of 2,285,000 Performance Share Units to officers and directors of the Company under the omnibus incentive plan;
7. to consider and, if thought fit, to approve, with or without variation, an ordinary resolution approving the undertaking of an initial public offering by the Company's majority owned subsidiary, Max Iron Brazil Ltd. ("Max Brazil"), as more particularly described in the accompanying Information Circular; and
8. to consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or at any adjournment thereof.

An Information Circular accompanies this Notice and contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder's common shares will be voted at the Meeting is requested to complete, date, and execute the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

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If you hold your common shares in a brokerage account you are not a registered shareholder. Unregistered (beneficial) shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their common shares will be voted at the Meeting.

DATED at Vancouver, British Columbia, this 23rd day of January, 2025.

BY ORDER OF THE BOARD

"Brett Matich"

Brett Matich

President, Chief Executive Officer and Director

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