American Marconi Wireless News - McFarlane Lake Receives Offer to Purchase Its High Lake and West Hawk Lake Gold Properties from Total Metals

MCFARLANE AMENDS C$12.5 MILLION PRIVATE PLACEMENT IN CONNECTION WITH ITS ACQUISITION OF THE JUBY GOLD PROJECT

TORONTO, ON / ACCESS Newswire / September 22, 2025 / McFarlane Lake Mining Limited (CSE:MLM)(OTCQB:MLMLF) ("McFarlane Lake" or the "Company"), a Canadian gold exploration and development company,is pleased to announce the signing of a binding agreement (the "Agreement") with Total Metals Corp. ("Total Metals") 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 C$9.25 million, payable as outlined below.

Mark Trevisiol, CEO 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 C$9.25 million, comprised of:

• C$7,250,000 in cash, payable on closing (the "Cash Consideration"); and

• C$2,000,000 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 fund 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 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 October 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 (the "Units") at a price of C$0.15 per Unit (the "Unit Offering"); and (ii) up to 16,666,666 flow-through shares of the Company (the "FT Shares") at a price of C$0.15 per FT Share (the "FT Offering"), to raise collective aggregate gross proceeds of up to C$12,500,000. The FT Shares will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). The Unit Offering being conducted under the Listed Issuer Financing Exemption (as defined below) is subject to a minimum aggregate offering amount of C$6,500,000.

Each Unit will consist of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable by the holder to acquire one Common Share at a price of C$0.25 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 ("NI 45-106"), the Units will be offered for sale to purchasers resident in Canada, except Québec, 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 (the "Listed Issuer Financing Exemption"), 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 (the "Order"); 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 United States 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, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The FT 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 fund the remaining cash consideration payable in connection with the Company's proposed acquisition of the Juby Properties and an interest in the Knight Properties (the "Acquisition") from Aris Mining Holdings Corp. ("AMHC"), as outlined in the asset purchase agreement dated July 7, 2025 among the Company, Aris Mining Corporation 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 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 (the "Qualifying Expenditures"). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2025.

There is an offering document related to the Unit Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://mcfarlanelakemining.com/. 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% of the aggregate gross proceeds of the Units or FT Shares sold to investors introduced by such finders, except that fees payable in respect of investors identified by the Company on a president's list will be reduced to 2.0%. The engagement of any finders and the payment of any finders' fees, if applicable, may be subject to approval by the Canadian Securities Exchange (the "CSE") or other applicable regulatory bodies.

The Unit Offering and the FT 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 September 29, 2025, or on such other date as may be determined by the Company, subject to compliance with applicable securities laws (the "Closing Date"). 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 FT 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.

The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About McFarlane Lake Mining

McFarlane Lake is a gold exploration company focused on acquiring the Juby Gold project near Gowganda, Ontario. The exploration and development of the past producing McMillan Mine property and Mongowin gold property located 70 km west of Sudbury, Ontario. 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.

To learn more, visit: https://mcfarlanelakemining.com/

Additional information on McFarlane Lake can be found by reviewing its profile on SEDAR+ at www.sedarplus.com

Advisors

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.

Cautionary Note Regarding Forward-Looking Information:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation, including but not limited statements relating to the timeline for the completion of the transaction, the ability of McFarlane Lake and Total Metals to satisfy or waive closing conditions under the Agreement, including receipt of required regulatory and third-party approvals, the ability of Total Metals to satisfy the financing condition under the Agreement, the proposed use of proceeds of the Unit Offering or FT Offering, approval of the CSE for the Unit Offering or FT Offering, the anticipated timing and completion of the Acquisition, and the anticipated timing and completion of the Unit Offering and FT Offering, whether in one or more tranches. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of McFarlane Lake to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risks Factors" in the Company's Annual Information Form dated as of November 27, 2024, which is available for view on SEDAR+ at www.sedarplus.com. Forward-looking statements contained herein are made as of the date of this press release and McFarlane Lake disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

Further Information
For further information regarding McFarlane Lake, please contact:

Mark Trevisiol,
Chief Executive Officer, President and Director
McFarlane Lake Mining Limited
(705) 665-5087
[email protected]

SOURCE: McFarlane Lake Mining Limited

View the original press release on ACCESS Newswire

M.A.Colin--AMWN