McFarlane Lake bumps Private Placement to $1.3 Million for Sudbury projects

McFarlane Lake Mining Limited has upsized its previously announced non-brokered private placement offering from up to $1,000,000 to up to $1,300,000. In connection with the offering, the company intends to offer for sale, on a non-brokered private placement basis, in any combination: (i) up to 26,000,000 units of the Company (the "Units") at a price of $0.05 per Unit; and (ii) up to 18,571,428 flow-through shares of the Company (the "FT Shares", and together with the Units, the "Securities") at a price of $0.07 per FT Share. 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 Offering is subject to a minimum aggregate subscription amount of $635,000 (the "Minimum Offering Amount").

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 $0.07 per Common Share for a period of 18 months from the closing date of the Offering, which is expected to occur on or about March 20, 2025. Assuming the Minimum Offering Amount is raised on the first tranche closing, the Offering may be closed in multiple tranches at the sole discretion of the Company.

The Securities to be issued under the Offering are expected to be offered for sale by way of the Listed Issuer Financing Exemption ("LIFE") under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") to purchasers in all the provinces of Canada, except Québec. Any Securities offered pursuant to the LIFE under the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws or the policies of Cboe Canada Inc. ("Cboe").

There is an amended and restated offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://mcfarlanelakemining.com/. Prospective investors should read this amended and restated offering document before making an investment decision.

The net proceeds from the Offering will be primarily allocated to exploration activities on the Company's Canadian properties, with a focus on the McMillan Property, while also supporting ongoing exploration at the West Hawk Lake Property and High Lake Property. 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 can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein. 

In connection with the Offering, the Company may, at its sole discretion, pay finders' fees of up to 8.0% of the aggregate gross proceeds from Securities sold to investors introduced by such finders. 

The Offering is subject to acceptance by Cboe and all regulatory approvals. 

The Securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States. The Securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom.

About McFarlane Lake Mining 

McFarlane Lake is a gold exploration company focused on the exploration and development of its portfolio of properties. The past producing McMillan and Mongowin gold properties, located 70 km west of Sudbury, Ontario, the past producing West Hawk Lake property located immediately west of the Ontario-Manitoba border, and the High Lake gold property located immediately east of the Ontario-Manitoba border and 8 km from the West Hawk Lake property. McFarlane Lake also owns the Michaud/Munro mineral property situated 115 km east of Timmins along the so-called "Golden Highway". McFarlane Lake is a "reporting issuer" under applicable securities legislation in the provinces of, British Columbia, Alberta and Ontario.

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