Toronto, Ontario--(Newsfile Corp. - March 25, 2026) - Hampton Securities Limited ("Hampton") acting as sole agent and bookrunner, is pleased to announce the successful closing of a best efforts private placement of 15,805,624 Units (the "Units") at a price of $1.30 per Unit (the "Offering Price") of Max Power Mining Corp. (CSE: MAXX) (the "Company"), for aggregate gross proceeds of $20,547,311 including partial exercise of the over-allotment option, with Eric Sprott as the lead order (the "Offering").
Mr. Ran Narayanasamy, MAX Power CEO, commented: "This is the largest raise in MAX Power history, occurring in the immediate aftermath of the Lawson Discovery as Canada's first confirmed Natural Hydrogen subsurface system on the 475-km-long Genesis Trend. We thank Eric Sprott for his continued great support of a project that we believe has nation-building scope through repeatability and scalability across the country's largest permitted land package for Natural Hydrogen exploration and development."
Pursuant to the terms of the Offering, each Unit consists of one common share of the Company ("Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of C$1.80 per share at any time up to 24 months from the closing of the Offering.
The net proceeds of the Offering will be used for: 1) An ongoing program of analytical testing, resource modeling, and resource estimation of the Lawson Natural Hydrogen Discovery on the Genesis Trend near Central Butte, Saskatchewan, followed by a confirmatory well to validate potential commerciality; 2) Further acquisition of 2D and 3D seismic data covering various targets throughout MAX Power's Saskatchewan land package; 3) Drilling of additional wells; and 4) General corporate purposes including administrative and marketing.
In connection with the Offering, the Company paid a cash commission equal to 6% of the gross proceeds of the Offering to Hampton and selling group members and issued 948,337 non-transferable broker warrants (each, a "Broker Warrant"), Each Broker Warrant is exercisable to acquire one Common Share at the Issue Price until March 20, 2028.
Eric Sprott through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 3,538,461 Units for total consideration of $4,599,999.30.
Certain officers, directors and insiders of the Company have acquired an aggregate of 3,620,010 Units in connection with the Offering. Their participation in the Offering therefore constitutes a "related-party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not exceed 25% of the fair market value of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
The Units were offered for sale pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
About Hampton Securities Limited
Hampton Securities Limited ("HSL") is a full-service Investment Dealer based in Toronto. HSL is actively engaged in family office, wealth management, institutional services and capital markets activities where it provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad.
HSL is regulated by CIRO and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario, and Quebec. In addition, the Company, through HSL, provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad and HSL's Corporate Finance Group provides early stage, growing companies the capital, they need to create value for investors. HSL continues to develop its Wealth Management, Advisory Team and Principal-Agent programs which offers to the industry's most experienced wealth managers a unique and flexible operating platform that provides additional freedom, financial support, and tax effectiveness as they build and manage their professional practice.
Hampton Securities Limited is a wholly-owned subsidiary of Hampton Financial Corporation (TSXV: HFC).
For more information, please contact:
Dave Rice
Head of Institutional Sales and Trading
Hampton Securities Limited
(416) 862-8679
Andrew Deeb
Managing Director - Investment Banking
Hampton Securities Limited
(416) 862-8686
The TSXV has in no way approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
Forward-Looking Statements
This press release may contain certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "should", "hopeful", "recovery", "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project" or similar words, including negatives thereof, suggesting future outcomes.
Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Company's ability to predict or control which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly, readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
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Source: Hampton Securities Ltd.