McFarlane signs deal to sell High Lake, West Hawk Lake

Mr. Mark Trevisiol reports MCFARLANE AMENDS C$12.5 MILLION PRIVATE PLACEMENT IN CONNECTION WITH ITS ACQUISITION OF THE JUBY GOLD PROJECT McFarlane Lake Mining Ltd. has signed a binding agreement with Total Metals Corp. for the sale of the company's 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. The total consideration is valued at approximately $9.25-million, payable as outlined below. Mark Trevisiol, chief executive officer and chairman of McFarlane Lake, commented: "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." Under the terms of the agreement, McFarlane Lake will receive total consideration of approximately $9.25-million, comprising: $7.25-million in cash, payable on closing; $2-million in common shares of Total Metals, representing the balance of the total consideration; the common shares will be issued to McFarlane Lake at the same price as Total Metals' equity financing used to finance the transaction. Completion of the transaction is conditional on Total Metals raising the cash consideration from a concurrent financing and other customary closing conditions, including the negotiation and completion of a definitive acquisition agreement, the receipt of all required regulatory, stock exchange and third party approvals, and completion of due diligence satisfactory to Total Metals in its sole discretion. There can be no assurances that the transaction will close on the terms described herein, or at all. Assuming satisfaction of the conditions precedent, the transaction is currently expected to close on or before Oct. 31, 2025. Amended equity offering McFarlane Lake is pleased to announce that it has amended the terms of its previously announced equity private placement and now intends to offer, on a non-brokered basis: (i) up to 66,666,666 units of the company at a price of 15 cents per unit; and (ii) up to 16,666,666 flow-through shares of the company at a price of 15 cents per flow-through share to raise collective aggregate gross proceeds of up to $12.5-million. The flow-through shares will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The unit offering being conducted under the listed issuer financing exemption (as defined below) is subject to a minimum aggregate offering amount of $6.5-million. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will be exercisable by the holder to acquire one common share at a price of 25 cents per common share for a period of three years commencing on the date that is 60 days following the closing date (as defined below). Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in Canada, except Quebec, or other qualifying jurisdictions pursuant to one or more of the following exemptions from the prospectus requirement under NI 45-106: (i) the listed issuer financing exemption under Part 5A of NI 45-106, as modified by and in reliance on the exemptions set out in Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption; and (ii) other available exemptions under NI 45-106. The company may also offer the units for sale in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation, continuing reporting requirement, or requisite regulatory or governmental approval arises in such other jurisdictions. The flow-through shares will be offered pursuant to available exemptions under NI 45-106, other than the listed issuer financing exemption. A portion of the net proceeds from the unit offering will be applied to finance the remaining cash consideration payable in connection with the company's proposed acquisition of the Juby properties and an interest in the Knight properties from Aris Mining Holdings Corp. (AMHC), as outlined in the asset purchase agreement dated July 7, 2025, among the company, Aris Mining Corp. and AMHC. The balance of the net proceeds is expected to be used for general working capital and other purposes as more particularly described in the offering document (as defined below). The gross proceeds received by the company from the sale of the flow-through 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 the subscribers of the flow-through shares effective Dec. 31, 2025. There is an offering document related to the unit offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Purchasers of units issued under the listed issuer financing exemption will have the benefit of the offering document and the rights provided under the listed issuer financing exemption. Prospective investors should read the offering document before making an investment decision with respect to the units. The company may, in its discretion and in compliance with applicable securities laws, compensate certain eligible finders for introducing purchasers to the company. Any such finders' fees may consist of a cash payment of up to 8.0 per cent of the aggregate gross proceeds of the units or flow-through shares sold to investors introduced by such finders, except that fees payable in respect of investors identified by the company on a president list will be reduced to 2.0 per cent. The engagement of any finders and the payment of any finders' fees, if applicable, may be subject to approval by the Canadian Securities Exchange or other applicable regulatory bodies. The unit offering and the flow-through offering may be completed in one or more tranches, with the initial tranche expected to close concurrently with the closing of the acquisition on or about Sept. 29, 2025, or on such other date as may be determined by the company, subject to compliance with applicable securities laws. Notwithstanding the foregoing, the closing of any units issued pursuant to the listed issuer financing exemption must occur no later than the 45th day after the date of this news release. The completion of the unit offering and flow-through offering are subject to customary conditions, including, but not limited to, the receipt of all necessary approvals, inclusive of (if applicable) the approval of the Canadian Securities Exchange. About McFarlane Lake Mining Ltd. McFarlane Lake is a gold exploration company focused on acquiring the Juby gold project near Gowganda, Ont.; the exploration and development of the past-producing McMillan mine property and Mongowin gold property, located 70 kilometres west of Sudbury, Ont.; and 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. McFarlane Lake has engaged ECM Capital Advisors Ltd. and Integrity Capital Group Inc. to support its efforts. For further information, contact Jeremy Rogers at [email protected] or 647-998-4212. 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