TORONTO, CANADA, November 29, 2023 – McFarlane Lake Mining Limited (NEO: MLM) (OTCQB: MLMLF) (“McFarlane Lake” or the “Company”), a Canadian gold exploration and development company, is pleased to announce that on Monday, November 27, 2023, it closed the final tranche (the “Final Tranche”) of its previously announced non-brokered private placement offering of units of the Company (“Units”) and flow-through shares (“FT Shares”) of the Company on October 17, 2023 (the “Offering”). The Final Tranche consisted of 8,600,000 Units at a price of $0.05 per Unit and 8,391,325 FT Shares at a price of $0.06 per FT Share for combined aggregate gross proceeds to the Company of approximately $933,479. Due to strong investor demand, the Company upsized the Offering to up to $4,605,099.

Each Unit consisted of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable by the holder to acquire one Common Share at a price of C$0.07 per Common Share until May 27, 2025. 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”).

Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the Final Tranche will be subject to a four (4) month hold period ending on March 28, 2024.

McFarlane Lake intends to utilize the net proceeds from the Offering to further explore the Company’s West Hawk Lake and High Lake properties, as well as 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 (the “Qualifying Expenditures”). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2023.

Mark Trevisiol Chief Executive Officer and Chairman of McFarlane Lake stated “It is a difficult capital market for junior explorers to raise money to develop their properties.  We are extremely pleased with how this financing was completed and delighted to have two Canadian mining icons participate.  Rob McEwen and Frank Giustra are two of our latest McFarlane Lake shareholders. Both have exemplary track records in developing Canadian gold exploration properties into producing gold mines. We look forward to working with them as we develop our Canadian properties.”

Rob McEwen stated “I became a shareholder because McFarlane Lake is located in a similar geological setting and encountering the type of impressive high grade gold results that I saw in the early days of Goldcorp Inc.’s spectacular Red Lake Mine.”

The Offering remains subject to final acceptance by the Neo Exchange Inc. (operating as Cboe Canada) (“Cboe”) and all regulatory approvals.  In accordance with the policies of Cboe, a majority of existing shareholders of the Company have approved the Offering.

Early Warning Reporting

In connection with the Offering, Perry Dellelce of Suite 800, 365 Bay Street, Toronto, ON M5H 2V1, acquired ownership and control of 1,000,000 FT Shares.  Mr. Dellelce previously filed an early warning report with respect to the securities of the Company on May 10, 2023. Immediately prior to the closing of the Offering, Mr. Dellelce owned and controlled, directly and indirectly, the following securities of the Company: (i) 10,471,725 Common Shares; (ii) 1,425,000 stock options; (iii) 3,500,000 restricted share units; and (iv) 550,000 warrants. Prior to the Offering, if said securities were collectively settled or exercised for Common Shares, as applicable, Mr. Dellelce would hold approximately 13.43% of the issued and outstanding Common Shares on a partially diluted basis.

As a result of the Offering and since the date of the last early warning report, the interest of Mr. Dellelce in the ownership and control of the Company decreased to less than 10% of the outstanding Common Shares of McFarlane Lake on a non-diluted and partially diluted basis.  Mr. Dellelce now beneficially owns and controls, directly and indirectly: (i) 11,471,725 Common Shares; (ii) 1,425,000 stock options; (iii) 3,500,000 restricted share units; and (iv) 550,000 warrants, representing 5.77% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.30% on a partially diluted basis. As a result, Mr. Dellelce is currently no longer required to file an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).

Mr. Dellelce holds Common Shares for investment purposes. Mr. Dellelce may, from time to time, take such actions in respect of his holdings in securities of McFarlane Lake as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of McFarlane Lake or the disposition of all or a portion of his security holdings in McFarlane Lake, subject in each case to applicable securities laws and the terms of such securities. Certain Common Shares held by Mr. Dellelce are subject to certain lock down periods as described in the filing statement of the Company dated January 14, 2022.

The disclosure in this news release is being issued in accordance with NI 62-103 in connection with the filing 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 Mr. Dellelce, please contact Mr. Dellelce at (416) 361-3121 or refer to www.sedarplus.ca under McFarlane Lake’s profile.

Related Party Disclosure

Certain insiders of the Company subscribed for approximately $145,000 worth of a combination of Units and FT Shares in the Final Tranche. 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 Final Tranche. 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 Final Tranche, 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 mineral exploration company focused on the exploration and development 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 holds the McMillan and Mongowin mineral property located 70 km west of Sudbury and owns the Michaud/Munro mineral properties 115 km east of Timmins. McFarlane 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.

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, the proposed use of proceeds of the Offering and the approval of the Offering by Cboe. 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 29, 2023, 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) 562-8520
[email protected]

Craig MacPhail
NATIONAL Capital Markets
(416) 525-5709
[email protected]