McFarlane arranges $15-million (U.S.) bridge financing

Executive Summary

• McFarlane Lake Mining Ltd. announced an agreement in principle for up to US$25 million in combined financing to support the acquisition of the Juby Gold Project and an interest in the Knight properties from Aris Mining Holdings Corp. (AMHC).
• The financing structure includes a secured bridge loan of up to US$15 million (increasable to US$20 million) bearing 15% interest, accompanied by a concurrent non-brokered equity offering of up to US$10 million (approx. $13.9 million CAD).
• The transaction involves issuing common shares to AMHC as partial consideration, resulting in AMHC holding 19.9% of the company’s post-offering common shares, with closing expected on or about September 11, 2025.

Key Details

• Bridge Financing:
  • Amount: Up to US$15 million (can be increased to US$20 million with lender approval).
  • Interest Rate: 15% per annum, payable quarterly in arrears.
  • Maturity: One year from issuance.
  • Security: Secured obligation of the company and its subsidiary.
  • Warrants: Lenders to receive up to 48 million common share purchase warrants.
  • Warrant Terms: Exercise price of 15 cents per share; exercisable for three years following issuance.
  • Use of Proceeds: To finance the cash portion of the acquisition of Juby and Knight properties.
• Equity Offering:
  • Structure: Non-brokered private placement.
  • Securities: Up to 92,666,666 common shares and up to 92,666,666 flow-through shares (FT shares).
  • Price: 15 cents per common share and 15 cents per FT share.
  • Gross Proceeds: Up to $13.9 million CAD (approx. US$10 million).
  • Use of Proceeds: Net proceeds primarily for cash consideration to AMHC and general working capital; gross proceeds from FT shares used for eligible Canadian exploration expenses (renounced to subscribers effective Dec 31, 2025).
  • Finder’s Fees: 7.0% of gross proceeds (reduced to 2.0% for "president's list" investors).
• M&A / Acquisition Terms:
  • Target: Juby Gold Project and an interest in the Knight properties from Aris Mining Holdings Corp. (AMHC).
  • Consideration Shares: Common shares issued to AMHC at a deemed price of 15 cents per share.
  • Ownership Impact: Upon closing, AMHC will hold 19.9% of the company's post-offering common shares.
  • Regulatory Approvals: Subject to Canadian Securities Exchange (CSE) approval and holder approval (50% of voting securities) if required.
  • Closing Timeline: Bridge financing and equity offering expected to complete on or about Sept 11, 2025; acquisition expected to occur shortly thereafter.

Notable Quotes

• "Execution of this transaction allows McFarlane to take hold of what I believe is one of Ontario's premier undeveloped gold deposits. It represents the first step in the process of unlocking value at the Juby gold property, in a gold market where almost all producers are experiencing unprecedented cash flows. Our team is excited and determined to advance this property to production." — Mark Trevisiol, Chairman and CEO