Mcfarlane Lake Mining Acquires the Juby Gold Project

Executive Summary

• McFarlane Lake Mining Limited closed the acquisition of 100% of the Juby Gold Project and a 25% JV in the adjacent Knight property for US$13.17 million cash plus 82,023,746 common shares.
• The transaction was funded through a US$15 million senior secured debenture private placement (15,000 units) and an C$8.46 million equity private placement (56,106,667 units + 300,000 flow‑through shares).
• Proceeds were allocated to cash consideration for the acquisition, escrow interest reserve, working capital, and eligible exploration expenses; the company expects to release a NI 43‑101 compliant Mineral Resource Estimate for Juby in the coming days.

Key Details

• Acquisition Consideration: US$13,165,677 cash + 82,023,746 common shares (valued at C$0.15 per share, deemed value US$8,834,323).
• Ownership Transfer: Aris Mining receives a 19.9% equity stake in McFarlane Lake post‑closing.
• Debt Financing – Debenture Units:
• 15,000 units for US$15 million gross proceeds.
• Each unit = one 15% senior secured debenture (US$1,000 face, 13‑month maturity) + 3,200 C$0.15 common share purchase warrants (exercise price C$0.15, three‑year term).
• Use of proceeds: US$10 million for acquisition cash consideration; US$2.4 million escrow interest reserve; remainder for working capital and corporate expenses.
• Equity Financing – Unit Offering:
• 56,106,667 units at C$0.15 per unit (gross C$8,461,000).
• Each unit = one common share + half a warrant (full warrant gives right to purchase one share at C$0.25 for three years).
• Equity Financing – Flow‑Through Shares:
• 300,000 FT shares at C$0.15 per share; proceeds earmarked for eligible Canadian exploration expenses and will be renounced by Dec 31 2025.
• Finder Fees: Up to 5% of gross debenture proceeds and up to 8% (reduced to 2% for “president’s list” investors) of equity proceeds paid to eligible finders.
• Regulatory Exemptions: Units issued under the Listed Issuer Financing Exemption (LIFE); no hold period in Canada. Debentures and FT shares subject to statutory hold until Jan 30 2026.
• Early Warning Reporting: Aris Mining’s acquisition of 82,023,746 shares triggers early‑warning filing; shares deemed issued at C$0.15 each.
• Related Party Transactions: Insiders subscribed for ~US$991,534 worth of debentures, units and FT shares; exemptions applied under MI 61‑101.
• Future Outlook: Management plans to file an updated NI 43‑101 Mineral Resource Estimate for Juby within days and continue exploration/development activities.

Notable Quotes

“The addition of this project to McFarlane Lake's portfolio is accretive to our business and to shareholder value… This acquisition transforms our company into one with a significant gold resource base at a time when gold prices are at historic highs.” – Mark Trevisiol, CEO & Chairman

All non‑material boilerplate, forward‑looking disclaimer text, and “About the Company” sections have been omitted for brevity.