McFarlane Lake closes Juby, Knight acquisitions

Mr. Mark Trevisiol reports MCFARLANE ANNOUNCES THE CLOSING OF ITS US$22 MILLION ACQUISITION OF THE JUBY GOLD PROJECT AND CONCURRENT FINANCING TRANSACTIONS McFarlane Lake Mining Ltd. has closed the strategic acquisition of a 100-per-cent interest in the Juby gold project and 25-per-cent joint venture interest in the adjacent Knight property from Aris Mining Holdings Corp. (AMHC), a wholly owned subsidiary of Aris Mining Corp., along with the associated financing transactions. Terms of the acquisition were first announced July 7, 2025, and the purchase price was paid through a combination of $13,165,677 (U.S.) cash and the issuance of 82,023,746 common shares of the company to Aris Mining. Mark Trevisiol, chief executive officer and chairman of McFarlane Lake, said: "Our team is very excited to have completed the acquisition of the Juby gold project from Aris Mining. 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. We look forward to advancing exploration and development activities at the Juby gold project and expect to announce an updated mineral resource estimate (MRE) compliant to NI 43-101 standards within the coming days. We would like to thank Aris Mining and look forward to working with them as a 19.9-per-cent equity owner in McFarlane Lake. Concurrently, we look forward to engaging the local communities respecting the values and treaty rights of the first nations, and aim to develop the project in a sustainable and transparent manner." Financing transactions $15-million (U.S.) debt financing In connection with the acquisition, McFarlane Lake is pleased to announce the closing of its previously announced debt and equity financing transactions. The debt financing was completed by way of a non-brokered private placement of 15,000 debenture units of the company for aggregate gross proceeds of $15-million (U.S.). Each debenture unit comprised: (i) one 15 per cent senior secured debenture having a face value of $1,000 and maturing 13 months from the date hereof; and (ii) 3,200 common share purchase warrants of the company (the 15-Canadian-cent warrants). Each 15-Canadian-cent warrant entitles the holder to acquire one common share of the company at a price of 15 Canadian cents per share for a period of three years following the date of issuance. The debentures are redeemable at any time at a price equal to 100 per cent of the principal amount, plus accrued and unpaid interest, subject to a minimum of six months of interest (less any interest already paid) if redeemed before holders have received that amount in interest. For clarity, no prepayment penalty applies once holders have received six months of interest. In addition, all other accrued and outstanding amounts under the indenture are payable upon redemption. The company has used the proceeds of the debenture offering as follows: (i) $10-million (U.S.) to finance a portion of the cash consideration payable for the acquisition; (ii) approximately $2.4-million (U.S.) deposited into escrow as an interest reserve pursuant to the terms of the debentures; and (iii) the balance allocated to working capital and general corporate purposes, including transaction expenses and fees. In connection with the debenture offering, certain eligible finders were paid a cash fee equal to 5 per cent of the gross proceeds attributable to subscriptions sourced by such finders. $8.46-million (Canadian) equity financing The equity financing was completed by way of a non-brokered private placement of: (i) 56,106,667 units of the company at a price of 15 Canadian cents per unit; and (ii) 300,000 flow-through shares of the company at a price of 15 Canadian cents per FT share, for aggregate gross proceeds of $8,461,000 (Canadian). The FT shares qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The unit offering was conducted under the listed issuer financing exemption (as defined below) and met the minimum aggregate offering amount of $6.5-million (Canadian). Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of 25 Canadian cents per share for a period of three years from the date of issuance. The net proceeds from the unit offering were applied, in part, to finance a portion of the cash consideration payable in connection with the acquisition. The balance of the net proceeds will be used for general working capital and other corporate purposes, as more particularly described in the company's offering document. The gross proceeds received from the sale of the FT shares will be used to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures, as such terms are defined in the tax act. All qualifying expenditures will be renounced in favour of subscribers of the FT shares effective Dec. 31, 2025. An offering document related to the unit offering remains available under the company's profile on SEDAR+ and on the company's website. Purchasers of units issued under the listed issuer financing exemption have the benefit of the offering document and the rights provided under the listed issuer financing exemption. In connection with the unit offering and FT offering, the company paid certain eligible finders' fees consisting of cash payments of up to 8.0 per cent of the gross proceeds raised from investors introduced by such finders, except that fees payable in respect of investors identified on a president's list were reduced to 2.0 per cent. All units distributed in connection with the unit offering were issued and sold pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106, Prospectus Exemptions (and in reliance on Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). Pursuant to the LIFE, all units issued under the unit offering to Canadian subscribers are not subject to a hold period in Canada in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange. All other securities not issued pursuant to the LIFE, namely the debenture units and FT shares, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on Jan. 30, 2026. The debenture offering, unit offering and FT offering remain subject to the final acceptance of the exchange. Early warning reporting In connection with the acquisition, Aris Mining acquired ownership and control of 82,023,746 common shares of the company, representing 19.9 per cent of its issued and outstanding shares on a non-diluted basis. Immediately prior to being issued the consideration shares, Aris Mining did not own any securities of the company. The consideration shares were deemed to be issued at 15 Canadian cents per share for an aggregate deemed value of $8,834,323 (U.S.). Aris Mining advises that the consideration shares have been acquired solely as partial consideration for the sale of the Juby gold project, and not with the purpose of influencing control or direction of the company. Aris Mining may, depending on the market and other conditions, increase or decrease its beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. The disclosure in this news release is being issued in accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing by Aris Mining of an early warning report on SEDAR+ under McFarlane Lake's profile. To obtain a copy of the early warning report filed by Aris Mining, please contact Oliver Dachsel, senior vice-president, capital markets, of Aris Mining at 1-917-847-0063 or [email protected], or write to 550 Burrard St., Suite 2900, Vancouver, B.C., V6C 0A3. Aris Mining's principal business is the acquisition, exploration, development and operation of gold mining properties in the Americas, and is a company existing under the laws of the Province of British Columbia. Related party disclosure Certain insiders of the company subscribed for approximately $991,533.58 (U.S.) worth of a combination of debenture units, units and FT shares. This participation by insiders constitutes related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions. The company has relied on applicable exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. No new insiders were created, nor has there been any change of control, as a result of the debenture offering, unit offering or FT offering. The company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the debenture offering, unit offering or FT offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the company wished to close the transaction as soon as practicable for sound business reasons. About McFarlane Lake Mining Ltd. McFarlane Lake is a gold exploration company focused on exploring and advancing the Juby gold project near Gowganda, Ont. The Juby gold project has a historical (National Instrument 43-101-compliant) inferred resource of 1,488,000 ounces of gold at 0.98 gram per tonne (g/t) of gold and indicated resources 773,000 ounces of gold at 1.13 g/t of gold. These resources are detailed in the "Technical Report on the Update Mineral Resource Estimate on the Juby Gold Project," co-written by GeoVector Management and SGS Geological Services, having an effective date of July 14, 2020. McFarlane is currently updating these historical resources to be fully compliant to NI 43-101 standards using current long term gold pricing. McFarlane's other properties include and the past-producing McMillan gold mine property and Mongowin gold property, located 70 kilometres west of Sudbury, Ont. The exploration of the High Lake mineral property located immediately east of the Ontario-Manitoba border and the West Hawk Lake mineral property located immediately west of the Ontario-Manitoba border. In addition, McFarlane Lake owns the Michaud/Munro mineral properties, 115 kilometres east of Timmins. McFarlane Lake is a reporting issuer under applicable securities legislation in the provinces of Ontario, British Columbia and Alberta. Advisers Wildeboer Dellelce LLP is acting as legal counsel for McFarlane Lake. Cassels Brock & Blackwell LLP is acting as legal counsel for the lenders. Fasken Martineau DuMoulin LLP is acting as legal counsel for Aris Mining. ECM Capital Advisors acted as financial adviser for McFarlane Lake Mining for the above transactions. Qualified person The scientific and technical information disclosed in this news release was reviewed and approved by Wesley Whymark, PGeo, consulting geologist to the company, and Mark Trevisiol, PEng, an officer of the company. Both individuals are a qualified person as defined under NI 43-101. We seek Safe Harbor.