March 21, 2022
Vancouver B.C., March 21, 2022 – MAX RESOURCE CORP. (“Max”) (TSX.V: MAX; OTC: MXROF; Frankfurt: M1D2) and Endeavour Silver Corp. (“Endeavour”) (TSX: EDR, NYSE: EXK) have now executed a definitive Cooperation Agreement (“Agreement”) with the objective of assisting Max to significantly expand its landholdings (“Mineral Tenures”) of its wholly-owned Cesar copper-silver project, located in Northeastern Colombia (refer to Max NR, February 28, 2022).
Max and Endeavour have agreed to collaborate exclusively with one another whereby Endeavour will provide certain financial capabilities required of Max by the National Mining Agency (“ANM”) of Colombia for the benefit of securing mineral tenures within the entire Cesar copper-silver basin. Max will own such new mineral tenures, with Endeavour holding an underlying 0.5% net smelter returns royalty. Endeavour’s royalty will not cover Max’s current mineral tenures.
In connection with the Agreement, Endeavour has subscribed for 6,600,000 units of Max’s currently oversubscribed private placement which shall result in Endeavour owning approximately 5% of Max’s issued and outstanding shares post-private placement closing. Endeavour has agreed to maintain its 5% ownership and shall have the right to participate in future equity placements to maintain this position. Endeavour has also agreed not to dispose of any shares acquired in the private placement for a period of two years following closing and enter into a voting trust agreement whereby it will vote all shares of Max held by Endeavour at any shareholders’ meeting in favour of management’s recommendations.