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McFarlane Lake looking to raise $1 Million for Sudbury projects

Feb 25, 2025


McFarlane Lake Mining Limited, a Canadian gold exploration and development company, today announced that it intends to offer for sale, on a non-brokered private placement basis: (i) up to 20,000,000 units of the Company (the "Units") at a price of C$0.05 per Unit; and (ii) up to 14,285,714 flow-through shares of the Company (the "FT Shares", and together with the Units, the "Securities") at a price of C$0.07 per FT Share, to raise collective aggregate gross proceeds of up to C$1,000,000 (together, the "Offering"). 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.

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$0.07 per Common Share for a period of 18 months from the closing date of the Offering, which is expected to occur on or about February 28, 2025. 

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 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 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 equal to: (i) 3.0% of the aggregate gross proceeds of the Offering payable in cash; (ii) 3.0% of the aggregate Securities sold payable in Units; or (iii) any combination of cash and Units calculated in the manner set forth in (i) or (ii), as applicable. 

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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