Mr. Mark Trevisiol reports

MCFARLANE LAKE ANNOUNCES CLOSING OF FINAL TRANCHE OF UPSIZED $4.6 MILLION PRIVATE PLACEMENT OFFERING

McFarlane Lake Mining Ltd., on Monday, Nov. 27, 2023, closed the final tranche of its previously announced non-brokered private placement offering of units of the company and flow-through (FT) shares of the company on Oct. 17, 2023. The final tranche consisted of 8.6 million units at a price of five cents per unit and 8,391,325 FT shares at a price of six cents 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 and one common share purchase warrant. Each warrant is exercisable by the holder to acquire one common share at a price of seven cents 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).

Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the final tranche will be subject to a four-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. All qualifying expenditures will be renounced in favour of the subscribers of the FT shares effective Dec. 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) 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 St., Toronto, Ont., M5H 2V1, acquired ownership and control of one million 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) 3.5 million 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 per cent 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 per cent 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) 3.5 million restricted share units; and (iv) 550,000 warrants, representing 5.77 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 8.30 per cent 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.

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 Jan. 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 SEDAR+ 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 SEDAR+ 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. 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 Ltd.

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 kilometres west of Sudbury, and owns the Michaud/Munro mineral properties, 115 kilometres east of Timmins. McFarlane is a reporting issuer under applicable securities legislation in the provinces of Ontario, British Columbia and Alberta.

We seek Safe Harbor.