Max Power Mining : MD&A (MAX MDA Q4 2025 FINAL)

About this update from Max Power Mining Corp

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2025 This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, of Max Power Mining Corp. (the "Company"). Such financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are expressed in Canadian dollars unless otherwise indicated. This MD&A is prepared as of March 26, 2026 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this report are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this report. These assumptions, which include management's current expectations, estimates and assumptions about current mineral property interests, the global economic environment, the market price and demand for commodities and our ability to manage our property interests and operating costs, may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price of precious and base metals or other resources, (3) delays in the start of projects with respect to our property interests, (4) inability to locate and acquire additional property interests, (5) the uncertainty of government regulation and politics in the provinces of Ontario, Quebec and Saskatchewan, and the state of Arizona regarding mining and exploration, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond our control. There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" below. DESCRIPTION OF BUSINESS The Company was incorporated under the laws of the province of British Columbia on March 8, 2021. The Company is a junior mineral and gas exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties and has focused on the acquisition of interests in, and exploration for, Lithium in the province of Quebec, Canada, and in the state of Arizona, USA, and Nickel, Cobalt, Copper, Platinum Group Elements ("PGE") in the province of Ontario, Canada. Recently, the Company has acquired and applied for Hydrogen exploration permits in the provinces of Saskatchewan, and Ontario, Canada. The Company completed an initial public offering ("IPO") on February 15, 2022 and the Company's common shares began trading on the Canadian Securities Exchange (the "Exchange") on February 16, 2022 under the symbol MAXX. The Company currently has seven natural resource exploration properties, consisting of the Nicobat nickel-cobalt-copper-PGE property (the "Nicobat Property") located in the Rainy River area of Ontario, Canada, the Timmins claims located in Northern Ontario, Canada, the Corvette Lake lithium claims (the "Corvette Property") located in the James Bay district of Quebec, Canada, the Spark lithium claims (the "Spark Property"), Raglan West Property, and Raglan South Property, all located in the Nunavik area of Quebec, Canada, and the Willcox lithium property (the "Willcox Property") located in Arizona, USA. During the year ended December 31, 2025 the Company submitted additional natural hydrogen permit applications in Saskatchewan. The details of the properties are set out below. The Company has not yet determined whether its property interests contain reserves that are economically recoverable. The recoverability of amounts shown for resource properties and related deferred exploration expenditures are dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of the resource property and upon future profitable production or proceeds from the disposition thereof. MINERAL PROPERTIES NICOBAT PROPERTY - RAINY RIVER REGION, ONTARIO, CANADA On April 23, 2021, the Company entered into an option agreement, (the "Nicobat Option Agreement"), between the Company and Sassy Resources Corporation ("Sassy"), a publicly listed exploration company based in Vancouver, BC, whereby the Company was granted the sole and exclusive right and option to acquire an undivided 100% right, title and interest in all of the mineral claims making up the "Nicobat Property". Pursuant to the Nicobat Option Agreement, the Company has been granted the exclusive right and option to acquire an undivided 100% right, title and interest in and to the Nicobat Property by issuing Sassy 5,000,000 common shares and 1,000,000 warrants exercisable at $0.25 for 36 months, and by incurring aggregate cumulative expenditures on the Nicobat Property of $1,000,000 by April 23, 2025. The common shares and warrants were issued on February 14, 2022. On February 9, 2024, the Company amended the Nicobat property option agreement, originally dated April 23, 2021, whereby the Company earned 100% interest in the property by extending the 1,000,000 warrants issued to Sassy Gold Corp. for an additional 24 months. The Company is no longer required to incur any additional exploration expenditures pursuant to the terms of the original option agreement. The Nicobat Property is subject to a 1% net smelter return royalty ("NSR") from the sale of mineral products from the Nicobat Property following the commencement of commercial production less allowable deductions, to be vested in Sassy upon the exercise of the option contemplated in the Nicobat Option Agreement. The NSR is subject to a right of repurchase by the Company to repurchase the NSR for $1,000,000 on the terms and conditions set out in a written notice which will be delivered 30 days prior to the intended date of acquisition. The Company did not complete any exploration work on the Nicobat property in 2024 or 2023. During the year ended December 31, 2024, management determined there were impairment indicators relating to the Nicobat property. As a result, the Company recorded an impairment of the purchase amount of the property and the carrying cost was written down to $nil. TIMMINS CLAIMS - ONTARIO, CANADA During the year ended December 31, 2024, the Company staked 312 claims in Northern Ontario for $15,600; the carrying value at December 31, 2025 was impaired to $Nil as the Company decided not to pursue with this project. CORVETTE PROPERTY - JAMES BAY DISTRICT, QUEBEC, CANADA On January 26, 2023, the company entered into a purchase and sale agreement with Canadian Li Inc., to acquire 189 mineral claims in Quebec, Canada. The purchase price consisted of 3,500,000 common shares of the Company and 1,000,000 share purchase warrants exercisable at $0.85 for a period of 36 months. The 3,500,000 shares have an escrow schedule and will be released as follows: 1,500,000 common shares on the closing date 1,000,000 common shares 6 months from the closing date 1,000,000 common shares 12 months from the date of closing The Company completed soil and rock sampling and helicopter-borne radiometric and magnetic survey programs in 2023 on its James Bay District properties. During the year ended December 31, 2024, management determined there were impairment indicators relating to the Corvette property. As a result, the Company recorded an impairment of the purchase amount of the property and the carrying cost was written down to $nil. SPARK PROPERTY - NUNAVIK REGION, QUEBEC, CANADA On April 20, 2023, the Company entered into a purchase and sale agreement for 100% interest in the Spark Lithium Property, located in the Nunavik area of Quebec, Canada. Consideration for the property is 1,500,000 common shares and $121,600 in cash. The seller retains a 1% Net Smelter Royalty on the property. The property is approximately 184-square kilometres, consisting of 400 mineral claims. During the year ended December 31, 2024, management determined there were impairment indicators relating to the Spark property. As a result, the Company recorded an impairment of the purchase amount of the property and the carrying cost was written down to $nil. RAGLAN WEST PROPERTY - NUNAVIK REGION, QUEBEC, CANADA On July 11, 2023, the Company entered into a purchase and sale agreement for 100% interest in the Raglan West Property, located in the Nunavik area of Quebec, Canada. Consideration for the property is 1,000,000 common shares and $66,960 in cash. The seller retains a 1% Net Smelter Royalty on the property. The property consists of 247 mineral claims. During the year ended December 31, 2024, management determined there were impairment indicators relating to the Raglan West property. As a result, the Company recorded an impairment of the purchase amount of the property and the carrying cost was written down to $nil. NUNAVIK CLAIMS - NUNAVIK REGION, QUEBEC, CANADA During the year ended December 31, 2023, the Company staked an additional 381 claims in the Nunavik region of Quebec. These claims were staked for $51,435 and do not carry an NSR. During the year ended December 31, 2024, management determined there were impairment indicators relating to the Nunavik claims. As a result, the Company recorded an impairment of the purchase amount of the claims and the carrying cost was written down to $nil. RAGLAN SOUTH PROPERTY - NUNAVIK REGION, QUEBEC, CANADA On July 17, 2023, the Company entered into a purchase and sale agreement for 100% interest in the Raglan South Property, located in the Nunavik area of Quebec, Canada. Consideration for the property is 1,000,000 common shares and $216,540 in cash. The seller retains a 1% Net Smelter Royalty on the property. The property consists of 802 mineral claims. The Company completed an extensive soil and rock sampling program in 2023 on its Nunavik region properties. The programs were carried out by Ground Truth Exploration. During the year ended December 31, 2024, management determined there were impairment indicators relating to the Raglan South property. As a result, the Company recorded an impairment of the purchase amount of the property and the carrying cost was written down to $nil. SOUTHERN CLAIMS - QUEBEC, CANADA During the year ended December 31, 2024, the Company staked 221 claims in Quebec for $25,564. At December 31, 2025, the Company decided not to further pursue this project and wrote off the carrying value of $25,564. WILLCOX PROPERTY - ARIZONA, USA On December 16, 2022, the Company entered into a purchase and sale agreement to acquire 100% of 3 mineral exploration permits in the state of Arizona, USA. The purchase price consists of $40,000 and 500,000 common shares, with the $40,000 cash payment advanced to the seller as a deposit. On May 5, 2023, the Company closed the transaction and issued the 500,000 common shares. In connection with the purchase, the Company paid a finder's fees of 500,000 common shares. During the year ended December 31, 2023, the Company acquired an additional 3 mineral exploration permits and 82 mineral claims in Arizona as part of the Willcox property. The Company paid cash consideration of $90,194 and a finder's fee of 1,500,000 common shares in connection with the acquisition. The Company completed a gravity and Hybrid-Source Audio-Magnetotellurics survey in spring 2023 and in December 2023 the Company commenced a 2,000 meter diamond drill program on the Willcox property, which was completed during the quarter ended March 31, 2024. SASKATCHEWAN - Helium and Associated Gases Permitting During the year ended December 31, 2024, the Company acquired 19 helium permits from Mega Helium. In accordance with the regulations of the Government of Saskatchewan, these 19 permits were consolidated into 6 permits. On June 17, 2025, the Company entered into an Asset Purchase and Sale Agreement with REV Exploration Ltd. ("REV") to acquire 100% interest in 18 Hydrogen and Helium exploration assets located in Saskatchewan. Consideration for the purchase comprised of $350,000 cash, the issuance of 4,000,000 common shares of the Company, and the issuance of 2,000,000 common share purchase warrants, each exercisable at $0.25 for a period of 36 months from issuance. As at December 31, 2025, the Company holds a total of 26 permits in Saskatchewan, encompassing 515,274 hectares, for the exploration of natural hydrogen and helium. The realization of the carrying value of these exploration and evaluation assets is dependent upon the successful discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof. There is no assurance that pending or future permit applications will be granted by regulatory authorities. The Company's permit inventory expanded through the following transactions: Direct Awards to the Company In 2026 the Company was granted 16 new HAG Permits directly by the Ministry of Energy and Resources. Total Area: 318,636.24 hectares These permits were secured through the competitive application process and cover key sections of the Company's Genesis Trend exploration fairway, including structural closures and stratigraphic traps prospective for both Cambrian-derived helium and basement-sourced natural hydrogen. Consolidated Permit Position With these additions and transfers completed, the Company now controls: 26 Helium & Associated Gases Permits Totaling 515,274 hectares The Company also has multiple additional Helium and Associated Gases permit applications currently in the provincial review queue that are being reviewed and have not yet been awarded. During the period, the Company acquired a suite of 2D trade seismic lines across its Lawson property along the Genesis Trend. This data was integrated with existing geological mapping and structural interpretations to refine subsurface imaging and delineate the Company's first dedicated natural hydrogen drilling target within the trend. The seismic acquisition has materially improved the Company's understanding of key structural closures and stratigraphic controls critical to both helium and natural hydrogen prospectivity. The Company successfully drilled Canada's first dedicated natural hydrogen exploration well on the Company's Lawson Property in Saskatchewan. The well resulted in a flowing discovery of natural hydrogen, marking a significant technical milestone and validating the Company's exploration model targeting a structurally controlled hydrogen system on its Lawson Property. Initial results confirm the presence of mobile hydrogen within the subsurface and demonstrate active charge and deliverability at surface. This discovery represents an important proof-of-concept for the Company's proprietary geological framework and de-risks the broader regional opportunity. Follow-up technical evaluation, including gas compositional analysis, pressure data, and integration with 3D seismic program that is being done in Q1 of 2026, and in-house earth modeling, is underway to refine future drilling locations and advance the Lawson Property toward the next phase of appraisal and development. Management believes the Lawson discovery represents only the first validation point within a much larger regional system. The successful demonstration of mobile hydrogen materially upgrades the prospectivity of the surrounding land position and provides a scalable pathway toward multi-well development. With first-mover advantage in Canada's emerging natural hydrogen sector, the Company sees significant upside potential through continued exploration success, resource definition, and potential commercialization, supported by growing global demand for low-carbon energy solutions. REV Exploration Ltd. Asset Acquisition On June 17, 2025, the Company entered into an Asset Purchase and Sale Agreement with REV Exploration Ltd. ("REV") to acquire 100% interest in 18 Hydrogen and Helium exploration assets located in Saskatchewan. Consideration for the purchase comprised of $350,000 cash, the issuance of 4,000,000 common shares of the Company, and the issuance of 2,000,000 common share purchase warrants, each exercisable at $0.25 for a period of 36 months from issuance. Saskatchewan Gas Exploration Permits - Overriding Royalty Agreement On February 20, 2025, the Company entered into an Overriding Royalty Agreement (the "GORR Agreement") with Prairie Hunter Exploration Ltd. and QH Business Consulting Ltd. Under the terms of the agreement, the Company granted a 2% gross overriding royalty ("GORR") on future production from specified permits in Saskatchewan. As of May 5, 2025, 14 permits are subject to the GORR Agreement, each of which is held 100% by the Company. The royalty is capped at $1,000,000 per permit, after which the obligation is extinguished. The Company also retains the right to repurchase the royalty on any permits for $500,000. As at December 31, 2025, all Prospects remain in the exploration stage and no production has commenced. Accordingly, no amounts are payable under the GORR Agreement. The Company has determined that the GORR represents a contingent obligation which will only become payable upon future production. RESEARCH AND DEVELOPMENT The Company had two research and development agreements, whereby the Company was funding the development of direct lithium extraction (DLE) technologies for brine resources. On June 10, 2022, the Company entered into an agreement with Alpha Cleantech Labs Inc. ("Alpha"), a Canadian company for research and development purposes. During the year ended December 31, 2023, the Company incurred research and development expenses in the amount of $26,911. The Company did not incur any research and development expenses in relation to the agreement with Alpha Cleantech during the year ended December 31, 2024. There is no obligation to incur any further costs related to the Alpha agreement. On December 12, 2022, the Company entered into a cooperative research and development agreement ("CRADA") with the Regents of the University of California Ernest Orlando Lawrence Berkeley National Laboratory ("the University") and the U. S. Department of Energy ("DOE"). The Company will collaborate with the University to research and develop DLE technologies. Under the Agreement, the Company's estimated funding contribution will be $915,111 USD. The DOE has granted the Company and the University the right to retain title to any Subject Inventions that may result from the CRADA. The Company has been granted the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Subject Inventions. The U.S. Government will retain a nonexclusive, nontransferable, irrevocable, paid-up license to practice every Subject Invention under the CRADA throughout the world. The DOE will have certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). As at December 31, 2024, the Company has paid the University $467,031 USD ($636,623 CAD) towards the project, which has been included as research and development expenses. During the year ended December 31, 2024, the Company cancelled the CRADA.

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