McFarlane Lake Mining Limited — M&A Activity 2025

Jul 9, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of Company

McFarlane Lake Mining Limited (the “Company”)
15 Kincora Court
Sudbury, Ontario P3E 2B9

1. Date of Material Change

July 7, 2025.

1. News Release

The Company and Aris Mining Corporation (“Aris Mining”) issued a joint news release dated July 7, 2025, which was disseminated via the facilities of PRNewswire/Cision and concurrently filed on the www.sedarplus.ca.

1. Summary of Material Change

On July 7, 2025, the Company announced, via joint news release, that it had entered into a definitive asset purchase agreement (the “Definitive Agreement”) with Aris Mining and its wholly owned subsidiary, Aris Mining Holdings Corporation (“AMHC”). Pursuant to the Definitive Agreement, the Company has agreed to acquire AMHC’s Juby Gold Project and its 25% joint venture interest in the nearby Knight property (the “Knight JV”) for total consideration of US$22,000,000 (the “Acquisition”).

1. Full Description of Material Change

On July 7, 2025, the Company announced, via joint news release with Aris Mining, that it had entered into the Definitive Agreement with Aris Mining and AMHC. Pursuant to the Definitive Agreement, the Company has agreed to acquire AMHC’s Juby Gold Project and its 25% joint venture interest in the Knight property for total consideration of US$22,000,000.

The Juby Gold Project is an exploration-stage gold project located in the Shining Tree area of Ontario’s Abitibi greenstone belt.

Under the terms of the Definitive Agreement, the total consideration of US$22,000,000 (exclusive of applicable taxes) is comprised of:

(i) US$10,000,000 in cash, payable on closing of the Acquisition (the “Initial Cash Payment”);

(ii) common shares of the Company, representing the balance of the consideration up to a maximum of 19.9% of its post-financing share capital, to be issued at the price of the Company’s concurrent equity financing (as described below) and issuable on closing of the Acquisition; and

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(iii) an additional payment (the “Balance Payment”), if required to reach the full US$22,000,000 purchase price, payable at the Company’s option in cash or additional common shares (subject to AMHC holding no more than 19.9% of the Company’s issued and outstanding shares in aggregate), within 12 months following closing of the Acquisition.

The Acquisition is expected close within 90 days of July 7, 2025.

Closing of the Acquisition is conditional upon the Company raising the Initial Cash Payment through a concurrent financing, or through such alternative financing as may be necessary to fund the Initial Cash Payment and is acceptable to AMHC. Closing of the Acquisition is also subject to other customary closing conditions, including required regulatory and third-party approvals, as outlined in the Definitive Agreement, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. If required, AMHC will hold a first-ranking security interest over the Juby Gold Project and the Knight JV solely in the event that the full purchase price is not satisfied on closing of the Acquisition, and only until the outstanding Balance Payment, as described in (iii) above, is paid in full.

The transaction was negotiated among parties dealing at arm’s length and does not constitute a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

1. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

1. Omitted Information

No significant facts have been omitted from this report.

1. Executive Officer

For further information, please contact Mark Trevisiol, Chief Executive Officer and Director of the Company, at 705-562-8520.

1. Date of Report

This report is dated at Toronto, this 9th day of July, 2025.

Forward-Looking Statements Relating to the Company

This report contains "forward-looking information" or "forward-looking statements" within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, including, without limitation, statements relating to the timeline for the completion of the Acquisition, the ability of Aris Mining, AMHC and the Company to satisfy or waive closing conditions under the Definitive Agreement, including receipt of required regulatory and third-party approvals, the ability of the Company to satisfy the financing condition under the Definitive Agreement, receipt of any additional payment following completion of the Acquisition are forward-looking. Generally, the forward-looking information and forward looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "will continue" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would",

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"might" or "will be taken", "occur" or "be achieved". The material factors or assumptions used to develop forward looking information or statements are disclosed throughout this report.

Forward looking information and forward looking statements, while based on management's best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to the ability to complete the transaction with Aris Mining and AMHC, including receipt of the required regulatory and third-party approvals and completion of the Company's concurrent financing, and those factors discussed in the section entitled "Risk Factors" in the Company's annual information form dated November 27, 2024, which is available on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. The Company has and continues to disclose in its Management's Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking information and forward-looking statements and to the validity of the information, in the period the changes occur. The forward-looking statements and forward-looking information are made as of the date hereof and the Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results. Accordingly, readers should not place undue reliance on forward-looking statements and information.

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