McFarlane signs deal to sell High Lake, West Hawk Lake

Executive Summary

• McFarlane Lake Mining Ltd. has entered into a binding agreement to sell its High Lake and West Hawk Lake mineral properties to Total Metals Corp. for approximately $9.25 million, allowing McFarlane to focus on the acquisition of the Juby Gold Project.
• Concurrently, McFarlane has amended its private placement to raise up to $12.5 million through the sale of units and flow-through shares, with net proceeds designated to fund the remaining cash consideration for the Juby acquisition and general working capital.
• The transaction involves the sale of assets to Total Metals and a significant equity financing structure, both of which are material corporate developments involving strategic asset realignment and capital raising.

Key Details

• Asset Sale Agreement:

  • Buyer: Total Metals Corp.
  • Assets Sold: High Lake mineral property (east of Ontario-Manitoba border) and West Hawk Lake mineral property (west of Ontario-Manitoba border).
  • Total Consideration: Approximately $9.25 million.
  • Payment Structure:
    • $7.25 million in cash, payable on closing.
    • $2.0 million in common shares of Total Metals, issued at the same price as Total Metals' concurrent equity financing.
  • Closing Conditions: Conditional on Total Metals raising cash consideration, negotiation of definitive agreements, regulatory/stock exchange approvals, and satisfactory due diligence.
  • Expected Closing Date: On or before October 31, 2025.

• Amended Private Placement (Financing):

  • Total Gross Proceeds Target: Up to $12.5 million.
  • Offering Structure:
    • Up to 66,666,666 units at $0.15 per unit.
    • Up to 16,666,666 flow-through shares at $0.15 per share.
  • Minimum Offering Amount: $6.5 million for the unit offering (conducted under the listed issuer financing exemption).
  • Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable to acquire one common share at $0.25 per share.
  • Warrant Exercise Period: Three years, commencing 60 days following the closing date.
  • Use of Proceeds:
    • Net proceeds from unit offering: Finance remaining cash consideration for the Juby Gold Project acquisition (from Aris Mining Holdings Corp.) and general working capital.
    • Gross proceeds from flow-through shares: Incurred eligible Canadian exploration expenses, renounced in favor of subscribers effective December 31, 2025.
  • Finder’s Fees: Up to 8.0% of gross proceeds for introduced investors; reduced to 2.0% for investors on the president list.
  • Closing Schedule: Initial tranche expected to close concurrently with the acquisition closing on or about September 29, 2025. Units issued under the listed issuer financing exemption must close no later than the 45th day after the news release date.

• Strategic Context:

  • McFarlane is divesting High Lake and West Hawk Lake to focus resources on the Juby Gold Project near Gowganda, Ontario.
  • The Juby acquisition involves an interest in the Knight properties from Aris Mining Holdings Corp. (AMHC), based on an asset purchase agreement dated July 7, 2025.

Notable Quotes

• "The sale reflects our strategic focus on the proposed acquisition of the Juby gold project. High Lake and West Hawk Lake will no longer form part of our growth plans as we intend to devote our efforts primarily to advancing exploration and development at the Juby gold project. We are pleased to see High Lake and West Hawk Lake move into the hands of a dedicated and experienced management team that is well positioned to advance its development." — Mark Trevisiol, CEO and Chairman of McFarlane Lake.