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

Mr. Mark Trevisiol reports MCFARLANE LAKE ANNOUNCES UP TO US$25 MILLION OF FINANCING IN SUPPORT OF ITS PROPOSED ACQUISITION OF THE JUBY GOLD PROJECT McFarlane Lake Mining Ltd. has entered into an agreement in principle for a bridge financing of up to $15-million (U.S.) with a syndicate of lenders anchored by a lead institutional investor, and, in addition, intends to complete a concurrent non-brokered equity offering of up to $10-million (U.S.). Bridge financing The proceeds raised pursuant to the bridge financing will be used to finance the cash portion of 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 (the APA), among the company, Aris Mining Corp. and AMHC. The bridge financing will be a secured obligation of the company and its subsidiary, will bear interest at a rate of 15 per cent per annum, payable quarterly in arrears and will have a one-year maturity from the date of issuance. The company is in the process of finalizing the structure and features of the bridge financing, which is expected to feature a unit structure comprising debt instruments and warrants (as defined below). The company will also have the ability to increase the size of the bridge financing to up to $20-million (U.S.), subject to the lenders' approval. An update will be provided in due course by the company. Under the terms of the bridge financing, the lenders will be issued up to 48 million common share purchase warrants of the company. Each warrant will entitle the holder to acquire one common share of the company at a price of 15 cents per share for a period of three years following the date of issuance. Equity offering Concurrently with the bridge financing, the company intends to offer for sale, on a non-brokered private placement basis: (i) up to 92,666,666 common shares of the company at a price of 15 cents per common share; and (ii) up to 92,666,666 flow-through shares of the company at a price of 15 cents per FT share, in any combination, to raise aggregate gross proceeds of up to $13.9-million (equivalent to approximately $10-million (U.S.)). The FT shares will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The company will use the net proceeds from the equity offering primarily to satisfy the cash consideration payable to AMHC in connection with the transactions described in the APA and for general working capital purposes. The gross proceeds received by the company 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 the subscribers of the FT shares effective Dec. 31, 2025. In connection with the equity offering, the company may pay finders' fees in cash equal to 7.0 per cent of the gross proceeds of the equity offering, except that any fees payable in respect of investors identified by the company as forming part of a president's list shall be reduced to 2.0 per cent. Consideration shares payable to AMHC As partial consideration for the acquisition of the Juby properties and an interest in the Knight properties, together with related assets, the company will issue common shares to AMHC at a deemed price of 15 cents per share. Upon closing of the transactions described in the APA, AMHC will hold 19.9 per cent of the company's postoffering common shares. Mark Trevisiol, chairman and chief executive officer of McFarlane Lake, stated: "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." The bridge financing, equity offering and consideration shares are each subject to receipt of all applicable regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued in connection with the bridge financing, the equity offering and the consideration shares, including the warrants, will be subject to applicable statutory holding periods and resale restrictions imposed under applicable securities legislation. If required in connection with the equity offering, offering of the warrants and transactions contemplated under the APA (including the issuance of the consideration shares), the company will obtain the written approval of holders of at least 50 per cent of the securities entitled to vote thereon, in accordance with the policies of the CSE. The transactions contemplated under the APA remain subject to customary closing conditions, including a financing condition, which the company expects to satisfy through completion of the bridge financing and the equity offering. For further information regarding the acquisition of the Juby properties and the company's interest in the Knight properties, together with related assets, please refer to copies of the company's press release dated July 7, 2025, and the APA, each of which is available under the company's issuer profile on SEDAR+. The bridge financing, including the issuance of the warrants, together with the equity offering, is expected to be completed on or about Sept. 11, 2025, with the acquisition of the Juby properties and the interest in the Knight properties, together with related assets expected to occur as soon as possible thereafter. 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 km 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 km 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 AMHC. We seek Safe Harbor.