$15 Million Base Offering Upsized by $2.25 Million on Full Exercise of Option

McFarlane Lake Mining Limited (CSE: MLM) (FRA: W2Z) (OTCQB: MLMLF) is pleased to announce that it has closed its previously announced $15 million “bought deal” private placement with ATB Cormark Capital Markets, as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters consisting of Integrity Capital Group Inc. and Canaccord Genuity Corp. consisting of: (i) 23,334,000 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)), at a price of $0.525 per FT Share, for gross proceeds of $12,250,350 and (ii) 13,158,600 common shares of the Company, at a price of $0.38 per HD Share, for gross proceeds of $5,000,268, for aggregate gross proceeds to the Company of $17,250,618.

In connection with the Offering, the Underwriters exercised their option to purchase an additional 2,381,000 FT Shares at the FT Offering Price and an additional 2,631,600 HD Shares at the HD Offering Price, for additional gross proceeds of $2,250,033. In response to investor demand, the Company agreed to allow a portion of the Option to be satisfied through the issuance of additional FT Shares, rather than entirely through the issuance of additional HD Shares. The share numbers and gross proceeds set out above are inclusive of the securities issued and proceeds received pursuant to the exercise of the Option. The Underwriters received a cash commission equal to 6.0% of the gross proceeds of the Offering.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Income Tax Act (Canada), and in respect of eligible Ontario purchasers, “eligible Ontario exploration expenditures” as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) related to the Company’s Juby Project in Ontario. The Company intends to use the net proceeds of the offered HD Shares for working capital and general corporate purposes. Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2027 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2026.

“We are very pleased to have closed this oversubscribed Offering, which reflects strong investor confidence in McFarlane Lake,” said Mark Trevisiol, President and Chief Executive Officer of McFarlane Lake. “These proceeds position us to advance exploration at our flagship Juby Gold Project. We thank all of our stakeholders for their support, which enables us to further expand our gold resources and advance the development of the Juby Gold Project.”

The FT Shares and HD Shares were offered for sale to purchasers resident in all provinces of Canada, and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The FT Shares and HD Shares issued to Canadian resident subscribers under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://mcfarlanelakemining.com/.

Certain insiders of the Company subscribed for an aggregate of 2,982,058 HD Shares, representing approximately $1,133,182, or approximately 6.6% of the aggregate gross proceeds of the Offering. This participation by insiders constitutes “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions. 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 Offering. 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 Offering, as the details and amounts of the insider participation were not finalized until closer to the closing, and the Company determined that this shorter period was reasonable and necessary in the circumstances in order to complete the Offering in an expeditious manner consistent with prevailing market conditions and was not prejudicial to any interested party.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities 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 U.S. state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. “United States” has the meaning ascribed to it under Regulation S of the U.S. Securities Act.

About McFarlane Lake Mining Limited

McFarlane Lake is a gold exploration company focused on exploring and advancing the Juby Gold project near Gowganda, Ontario. The Juby Gold project has a (NI 43-101) inferred resource of 5.06 million ounces of gold at 0.87 gpt contained in 180.67 million tonnes and Indicated resources of 1.14 million ounces of gold at 0.95 gpt contained in 37.17 million tonnes, using a long-term gold price of US$3,600/oz. These resources have an effective date of August 14, 2026. Sensitivities performed at higher gold prices – US$4,600/oz gold- the deposit holds 5.40 million inferred ounces at 0.85 gpt gold and 1.20 million indicated ounces at 0.93 gpt gold.

The full technical report on these resources will be issued within 45 days of the Company’s MRE announcement. The technical report will be issued by BBA E&C Inc., an independent organization from McFarlane Lake Mining. McFarlane is currently planning to perform exploration drilling on the Juby Gold Project as well as other study work to advance the development of the property.

In addition to the Juby Gold Project, McFarlane holds a portfolio of 100%-owned gold assets across Ontario, including the past-producing McMillan Gold Mine and Mongowin properties located approximately 70 km west of Sudbury and the Michaud/Munro properties located 115 km east of Timmins. McFarlane is a reporting issuer in Ontario, British Columbia, and Alberta.

Advisors

Wildeboer Dellelce LLP is acting as legal counsel for McFarlane Lake. Cassels Brock & Blackwell LLP is acting as legal counsel for the Underwriters.