MAX Resource Corp. — Capital/Financing Update 2020

May 2, 2020

Form 51-102F3 Material Change Report

1. Name and Address of Company

Max Resource Corp.

1188-1095 W Pender Street Vancouver, BC, V6E 2M6

(the “Company”)

2. Dates of Material Change (s)

May 1, 2020

3.

News Release(s)

A news release was issued on May 1, 2020 and disseminated via Stockwatch News & Baystreet News, pursuant to section 7.1 of National Instrument 51–102.

4. Summaries of Material Changes

The Company announce it has closed a non-brokered private placement financing for total gross proceeds of CAD $297,825.08. It has allotted and issued 3,971,001 flow-through units (the “FT Units”) at a price of CAD $0.075 per FT Unit.

5. Full Description of Material Changes

News Release May 1, 2020 – See Schedule “A

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

No information has been omitted.

8. Executive Officer

Mr. Brett Matich, President and CEO of the Company, is knowledgeable about the material change contained herein and may be reached at (604) 365-1522.

9. Date of Report

This report is dated May 1, 2020.

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SCHEDULE “A”

to the Material Change Report dated May 1, 2020

MAX Resource Corp. Closes Private Placement

Vancouver B.C., May 1, 2020 – MAX RESOURCE CORP. (“Max” or the “Company”) (TSX.V: MXR; OTC: MXROF; Frankfurt: M1D2) is pleased to announce it has closed a non-brokered private placement financing for total gross proceeds of CAD $297,825.08 (the “Private Placement”).

The Company has allotted and issued 3,971,001 flow-through units (the “FT Units”) at a price of CAD $0.075 per FT Unit. Each FT Unit is comprised of one flow-through common share and one-half of one warrant. Each whole warrant will entitle the holder to purchase one non-flow through common share for a period of two (2) years at a price of CAD $0.10 per share.

In addition, the Company has paid finder’s fees of $19,926.01 and issued 265,680 finder’s warrants (the “Finders Warrants”) to an arm’s-length party. Each Finders Warrant is exercisable into one common share for a period of up to two (2) years at a price of CAD $0.10 per share.

The Company intends to use the proceeds from this Private Placement towards exploration on its EBAY Palladium Project in Quebec. The Private Placement is subject to final TSX Venture Exchange approval and all securities issued are subject to a four-month-and-one-day hold period.

EBAY Palladium-Platinum Project

The EBAY Palladium Project, located 30-km SE of Matagami in the Abitibi Region of Quebec, Canada, is underlain by the Archean Bell River Complex, a layered mafic intrusion measuring 65-km by 15km and 5-km thick.

Exploration between 2000 to 2008 returned highlight values of:

• 4.9 g/t palladium-platinum from a 4 to 5-metre-wide zone; 3.0 g/t palladium + 1.4 g/t platinum + 0.12 rhodium in 2005;

• 2.5 g/t palladium-platinum from a newly discovered 500-metre-long zone in 2006;

• all sampling consists of blast pit grab material.

The Company cautions investors that grab samples are selected samples and are not necessarily representative of mineralization.

The EBAY PGE reef-type discovery resulted from drilling in 2006 which intersected 1.9 g/t palladium-platinum over 3.0 metre from 80.5 to 83.5 metre. Further drilling identified a new zone comprising 600 metres of strike, 120 metre-deep, 6.7 to 31.1 metre-wide, open in all directions, with highlight values of 2.5 g/t palladium-platinum. Subsequent aero-magnetic surveying extended the target zone to 4.8-km of strike (news release March 25, 2020).

Max is planning an exploration and drilling program.

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- CESAR Copper Silver Project

Wholly-owned CESAR project in north east Colombia lies within Jurassic sediments and volcaniclastics that extend the length of northern South America. These Jurassic rocks also host significant stratabound copper-silver mineralization in both Ecuador and Peru. CESAR lies along a historic 120-km copper-silver belt within a major oil-gas and coal mining district. The region has excellent infrastructure, shipping ports, airports, townships, railways and roadways.

Early success includes:

• The AM North discovery consisting of a 1.8-km horizon open along strike, down and up dip; values of 24.8% copper + 230 g/t silver over a 4 metre by 1metre rock chip panel and 1.8km along strike to the east, returned 10.4% copper + 88 g/t silver over 1metre interval;

• The AM South discovery, located 40-km SSW along the same mineralized trend, consists of open-ended mineralized horizons totaling over 5-km of strike, returned rock chip highlight values of 5.4% copper and 63 g/t silver from 0.1 to 25 metre intervals;

• The University of Science and Technology (“AGH”), Krakow, Poland has now commenced a mineralogy and geochemical studies on CESAR. AGH will utilize extensive knowledge from KGHM’s world renowned Kupferschiefer sediment-hosted copper-silver deposits in Poland, on the academic study of CESAR.

• Max intends to release an exploration update shortly.

About Max Resource Corp.

With its successful exploration and management team, Max Resource Corp. is advancing both its copper, silver and precious metals landholdings in the rich mineral belts of Colombia, and it’s EBAY Palladium-Platinum landholdings in Quebec, Canada. Each of these belts has potential for the discovery of large-scale mineral deposits attractive to major partners.

For more information visit: https://www.maxresource.com/

For additional information contact:

Max Resource Corp. Tim McNulty E: info@maxresource.com T: (604) 290-8100

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