Star Metro - Mcfarlane Lake Mining Acquires the Juby Gold Project

MCFARLANE ANNOUNCES THE CLOSING OF ITS US$22 MILLON ACQUISITION OF THE JUBY GOLD PROJECT AND CONCURRENT FINANCING TRANSACTIONS

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESS Newswire / September 29, 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 that it has closed the strategic acquisition of a 100% interest in the Juby Gold Project and 25% joint venture interest in the adjacent Knight property (together, the "Acquisition") from Aris Mining Holdings Corp. ("AMHC"), a wholly-owned subsidiary of Aris Mining Corporation ("Aris Mining"), along with the associated financing transactions.

Terms of the Acquisition were first announced July 7, 2025, and the purchase price was paid through a combination of US$13,165,677 million cash and the issuance of 82,023,746 common shares of the Company (the "Consideration Shares") to Aris Mining.

Mark Trevisiol, Chief Executive Officer and Chairman of McFarlane Lake said, "Our team is very excited to have completed the acquisition of the Juby Gold Project from Aris Mining. The addition of this project to McFarlane Lake's portfolio is accretive to our business and to shareholder value. This acquisition transforms our company into one with a significant gold resource base at a time when gold prices are at historic highs. We look forward to advancing exploration and development activities at the Juby Gold Project and expect to announce an updated Mineral Resource Estimate (MRE) compliant to NI 43-101 standards within the coming days. We would like to thank Aris Mining and look forward to working with them as a 19.9% equity owner in McFarlane Lake. Concurrently, we look forward to engaging the local communities respecting the values and Treaty rights of the First Nations and aim to develop the project in a sustainable and transparent manner."

Financing Transactions

US$15 Million Debt Financing

In connection with the Acquisition, McFarlane Lake is pleased to announce the closing of its previously announced debt and equity financing transactions.

The debt financing was completed by way of a non-brokered private placement of 15,000 debenture units (the "Debenture Units") of the Company (the "Debenture Offering") for aggregate gross proceeds of US$15 million.

Each Debenture Unit was comprised of (i) one 15% senior secured debenture (the "Debentures") having a face value of $1,000 and maturing 13 months from the date hereof (the "Maturity Date"); and (ii) 3,200 common share purchase warrants of the Company (the "C$0.15 Warrants"). Each C$0.15 Warrant entitles the holder to acquire one common share of the Company at a price of C$0.15 per share for a period of three years following the date of issuance.

The Debentures are redeemable at any time at a price equal to 100% of the principal amount, plus accrued and unpaid interest, subject to a minimum of six months' interest (less any interest already paid) if redeemed before holders have received that amount in interest (the "Prepayment Penalty"). For clarity, no Prepayment Penalty applies once holders have received six months' interest. In addition, all other accrued and outstanding amounts under the indenture are payable upon redemption.

The Company has used the proceeds of the Debenture Offering as follows: (i) US$10 million to fund a portion of the cash consideration payable for the Acquisition; (ii) approximately US$2.4 million deposited into escrow as an interest reserve pursuant to the terms of the Debentures; and (iii) the balance allocated to working capital and general corporate purposes, including transaction expenses and fees. In connection with the Debenture Offering, certain eligible finders were paid a cash fee equal to 5% of the gross proceeds attributable to subscriptions sourced by such finders.

C$8.46 Million Equity Financing

The equity financing was completed by way of a non-brokered private placement of (i) 56,106,667 units of the Company (the "Units") at a price of C$0.15 per Unit (the "Unit Offering"); and (ii) 300,000 flow-through shares of the Company (the "FT Shares") at a price of C$0.15 per FT Share (the "FT Offering"), for aggregate gross proceeds of C$8,461,000. The FT Shares qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada). The Unit Offering was conducted under the Listed Issuer Financing Exemption (as defined below) and met the minimum aggregate offering amount of C$6,500,000.

Each Unit consists 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 entitles the holder to acquire one common share at a price of C$0.25 per share for a period of three years from the date of issuance.

The net proceeds from the Unit Offering were applied, in part, to fund a portion of the cash consideration payable in connection with the Acquisition. The balance of the net proceeds will be used for general working capital and other corporate purposes, as more particularly described in the Company's offering document (the "Offering Document").

The gross proceeds received 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 subscribers of the FT Shares effective December 31, 2025.

An Offering Document related to the Unit Offering remains available 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 have the benefit of the Offering Document and the rights provided under the Listed Issuer Financing Exemption.

In connection with the Unit Offering and FT Offering, the Company paid certain eligible finders' fees consisting of cash payments of up to 8.0% of the gross proceeds raised from investors introduced by such finders, except that fees payable in respect of investors identified on a president's list were reduced to 2.0%.

All Units distributed in connection with the Unit Offering were issued and sold pursuant to the "Listed Issuer Financing Exemption" available under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Exemption" and in reliance on Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order"). Pursuant to the LIFE Exemption, all Units issued under the Unit Offering to Canadian subscribers are not subject to a hold period in Canada in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange (the "Exchange"). All other securities not issued pursuant to the LIFE Exemption, namely, the Debenture Units and FT Shares, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on January 30, 2026. The Debenture Offering, Unit Offering and FT Offering remain subject to the final acceptance of the 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 does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Early Warning Reporting

In connection with the Acquisition, Aris Mining acquired ownership and control of 82,023,746 common shares of the Company, representing 19.9% of its issued and outstanding shares on a non-diluted basis. Immediately prior to being issued the Consideration Shares, Aris Mining did not own any securities of the Company. The Consideration Shares were deemed to be issued at C$0.15 per share for an aggregate deemed value of US$8,834,323.

Aris Mining advises that the Consideration Shares have been acquired solely as partial consideration for the sale of the Juby Gold Project and not with the purpose of influencing control or direction of the Company. Aris Mining may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing by Aris Mining of an early warning report on www.sedarplus.ca under McFarlane Lake's profile. To obtain a copy of the early warning report filed by Aris Mining, please contact Oliver Dachsel, Senior Vice President, Capital Markets, of Aris Mining at +1.917.847.0063 or [email protected] or write to 550 Burrard Street, Suite 2900, Vancouver, BC, V6C 0A3. Aris Mining's principal business is the acquisition, exploration, development and operation of gold mining properties in the Americas and is a company existing under the laws of the Province of British Columbia.

Related Party Disclosure

Certain insiders of the Company subscribed for approximately US$991,533.58 worth of a combination of Debenture Units, Units and FT Shares. This participation by insiders constitutes "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. No new insiders were created, nor has there been any change of control, as a result of the Debenture Offering, Unit Offering or FT Offering. The Company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the Debenture Offering, Unit Offering or FT Offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

About McFarlane Lake Mining

McFarlane Lake is a gold exploration company focused on exploring and advancing the Juby Gold project near Gowganda, Ontario. The Juby Gold project has an historical (NI 43-101 compliant) inferred resource of 1,488,000 ounces of gold at 0.98 gpt of gold and Indicated resources 773,000 ounces of gold at 1.13 gpt of gold. These resources are detailed in the "Technical Report on the Update Mineral Resource Estimate on the Juby Gold Project", co-authored by GeoVector Management and SGS Geological Services having an effective date of July 14, 2020. McFarlane is currently updating these historical resources to be fully compliant to NI 43-101 standards using current long term gold pricing.

McFarlane's other properties include and the past producing McMillan Gold 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.

Readers are cautioned to refer to the "Cautionary Note Regarding Historical Estimates," and all other disclaimers included in this news release for important information regarding the limitations and verification status of the data presented above and elsewhere herein.

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. Cassels Brock & Blackwell LLP is acting as legal counsel for the Lenders. Fasken Martineau DuMoulin LLP is acting as legal counsel for Aris Mining. ECM Capital Advisors acted as Financial Advisors for McFarlane Lake Mining for the above transactions.

Qualified Person

The scientific and technical information disclosed in this news release was reviewed and approved by Wesley Whymark P. Geo, consulting geologist to the company and Mark Trevisiol, P.Eng., an officer of the company. Both individuals are a "qualified person" as defined under NI 43-101.

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 applicable Canadian securities legislation, including, without limitation, statements with respect to: the anticipated benefits of the Acquisition; the intended use of proceeds from the Unit Offering and the FT Offering; the anticipated exploration and development activities on the Company's properties, including the Juby Gold Project and Knight Properties; the potential of the Company's mineral projects; expectations regarding the gold market; and the Company's ability to advance its properties through exploration and into development or production. 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", "is expected", "anticipates" or "does not anticipate", "plans", "believes" or "intends", or variations of such words and phrases, or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, 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 "Risk 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.

Cautionary Note Regarding Historical Estimates:

The historical production figures, resource estimates, drill results, grades, and other technical data disclosed herein for the Juby Gold Project are derived from prior exploration programs and reports, including the "Technical Report on the Update Mineral Resource Estimate on the Juby Gold Project" (GeoVector Management and SGS Geological Services, effective July 14, 2020). These results are considered historical under NI 43-101, have not been verified by a qualified person, are not treated as current mineral resources or reserves, and should not be relied upon as indicative of future exploration success or economic viability. Additional work, including verification drilling, sampling, and independent analysis, will be required to bring such information into compliance with NI 43-101. The scientific and technical information in this release has been reviewed and approved by Wesley Whymark, P.Geo., and Mark Trevisiol, P.Eng., each a "qualified person" under NI 43-101.

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

A.Bergeron--SMC