McFarlane Lake Announces up to C$1 Million Private Placement

Rhea-AI Summary

McFarlane Lake Mining announced a non-brokered private placement to raise up to C$1 million through the sale of up to 22,222,222 units at C$0.045 per unit and up to 20,000,000 flow-through shares at C$0.05 per share. Each unit consists of one common share and one-half of a common share purchase warrant exercisable at C$0.07 per share for 18 months. The funds will be used to explore McMillan and West Hawk Lake gold properties, expand gold resources at the High Lake property, and for general working capital. The offering's completion is uncertain and subject to regulatory approvals.

Positive

• Intended capital raise of up to C$1 million through private placement.
• Flow-through shares priced at a premium (C$0.05) compared to units (C$0.045).
• Warrants offer potential for future investment at C$0.07 per share.
• Net proceeds to be used for exploring gold properties and expanding resources.
• Eligible Canadian exploration expenses to be renounced in favor of FT Share subscribers.

Negative

• Completion of the offering is not guaranteed.
• Offering subject to multiple regulatory approvals and acceptance by Cboe Canada.
• Potential shareholder dilution from issuance of new units and shares.
• Finders' fees associated with the offering could reduce net proceeds.
• Securities will be subject to statutory holding periods and resale restrictions.

Toronto, Ontario--(Newsfile Corp. - May 16, 2024) - McFarlane Lake Mining Limited (Cboe CA: MLM) (OTCQB: MLMLF) ("McFarlane Lake" or the "Company"), 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 22,222,222 units of the Company (the "Units") at a price of C$0.045 per Unit; and (ii) up to 20,000,000 flow-through shares of the Company (the "FT Shares", and together with the Units, the "Securities") at a price of C$0.05 per FT Share, in any combination, 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").

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 of the Offering, which is expected to occur on or about June 7, 2024. The Offering may be closed in multiple tranches at the sole discretion of the Company.

McFarlane Lake intends to utilize the net proceeds from the Offering: (i) to further explore the Company's past producing McMillan and West Hawk Lake gold properties; (ii) to expand compliant gold resources at the High Lake property; and (iii) 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, 2024.

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 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 Canada Inc. and all regulatory approvals, and all of the securities issued in connection with the Offering will be subject to applicable statutory holding periods or any other resale restrictions imposed under applicable securities legislation.

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, including but not limited to the proposed use of proceeds of the Offering and the anticipated closing date of the Offering. 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
mtrevisiol@mcfarlanelakemining.com

Craig MacPhail
NATIONAL Capital Markets
(416) 525-5709
cmacphail@national.ca

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209599

FAQ

What is the purpose of McFarlane Lake's private placement announced on May 16, 2024?

The purpose is to raise up to C$1 million to explore McMillan and West Hawk Lake gold properties, expand resources at the High Lake property, and for general working capital.

How many units and flow-through shares is McFarlane Lake offering in the private placement?

McFarlane Lake is offering up to 22,222,222 units at C$0.045 per unit and up to 20,000,000 flow-through shares at C$0.05 per share.

What do the units in McFarlane Lake's private placement consist of?

Each unit consists of one common share and one-half of a common share purchase warrant exercisable at C$0.07 per share for 18 months.

When is the expected closing date for McFarlane Lake's private placement offering?

The expected closing date for the offering is on or about June 7, 2024.

Will McFarlane Lake pay any fees in connection with the private placement?

Yes, McFarlane Lake may pay finders' fees equal to 3.0% of the aggregate gross proceeds in cash, units, or a combination of both.