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, CANADA, 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.