McFarlane Lake Mining Limited — Proxy Solicitation & Information Statement 2025

Jan 31, 2025

MCFARLANE LAKE MINING LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders (the “Meeting”) of McFarlane Lake Mining Limited (the “Corporation”) will be held in person at Wildeboer Dellelce Place, 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1 on Monday, March 3, 2025 at 11:00 a.m. (Eastern time) for the following purposes:

1. TO RECEIVE the audited financial statements of the Corporation for the financial year ended August 31, 2024 and the report of the auditor thereon;
2. TO APPOINT the Corporation’s auditors for the ensuing year and to authorize the directors of the Corporation to fix their remuneration;
3. TO ELECT the directors of the Corporation;
4. TO CONSIDER, and if deemed advisable, to approve, with or without variation, an ordinary resolution, substantially in the form set out in the accompanying management information circular (the “Circular”), authorizing a certain amendment to the Corporation’s stock option plan (the “Stock Option Plan”), as more fully described in the Circular;
5. TO CONSIDER, and if deemed advisable, to approve, with or without variation, an ordinary resolution, substantially in the form set out in the accompanying Circular, the Corporation’s Stock Option Plan, performance and restricted share unit plan (the “RSU Plan”, and together with the RSU Plan, the Stock Option Plan, the “Security Based Compensation Arrangements”) as is required under the policies of Cboe Canada Inc. and as more fully described in the accompanying Circular; and
6. TO TRANSACT such other business as may properly come before the Meeting or any adjournment thereof.

You are encouraged to make sure that your votes are represented at the Meeting. Additional information on how to vote your common shares of the corporation (the “Common Shares”) in advance of the Meeting is enclosed. Please take the time to vote using the form of proxy or voting instruction form sent to you in accordance with the instructions thereon so that your Common Shares are voted according to your instructions and represented at the Meeting.

The Board has fixed the close of business on January 16, 2025 as the record date (the “Record Date”) for the Meeting. Only holders of record of Common Shares at the close of business on the Record Date, who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described in the accompanying Circular are entitled to notice of, and to vote at, this Meeting.

Particulars of the foregoing matters are set forth in the accompanying Circular. The Corporation has elected to use the notice and access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (together, the “Notice and Access Provisions”) for the Meeting. The Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to

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shareholders by allowing the Corporation to post the Circular and any additional materials online. Shareholders will still receive this notice of meeting and a form of proxy and may choose to receive a hard copy from the Corporation. In relation to the Meeting, all shareholders will receive the required documentation under the Notice and Access Provisions, which will not include a paper copy of the Circular.

The audited financial statements of the Corporation as at and for the year ended August 31, 2024 and the report of the auditor of the Corporation thereon can be viewed on the Corporation’s website at https://mcfarlanelakemining.com/ and on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the accompanying form of proxy in the enclosed return envelope or for convenience to log on to the website indicated on the form of proxy or voting instruction form, enter the control number and vote their Common Shares online. All instruments appointing proxies to be used at the Meeting or at any adjournment thereof must be voted online or delivered to the registered office of the Corporation located at 15 Kincora Court, Sudbury, Ontario, P3E 2B9, or deposited with Odyssey Trust Company located in the Trader’s Bank Building 702 at 67 Yonge Street, Toronto, Ontario, M5E 1J8, by 11:00am, Eastern Daylight Time on Thursday, February 27, 2025.

DATED at Toronto, Ontario this 22nd day of January, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Mark Trevisiol
Mark Trevisiol
Chief Executive Officer, President and Director