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
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TORONTO, CANADA, 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.