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Generation Mining Limited Annual Report 2026

Mar 31, 2026

47559_rns_2026-03-30_b0d54ab4-52a4-4cc0-8d41-232a943a3106.pdf

Annual Report

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Annual Information Form

GENERATION MINING LIMITED

For the year ended December 31, 2025 Dated as of March 30, 2026

TABLE OF CONTENTS

PRELIMINARY NOTES .................................................................................................... 3 FORWARD-LOOKING INFORMATION ........................................................................... 3 CAUTIONARY NOTE TO U.S. READERS CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES ............................................................................... 4 NON-IFRS MEASURES ................................................................................................... 5 CORPORATE STRUCTURE ............................................................................................ 6 GENERAL DEVELOPMENT OF THE BUSINESS ........................................................... 6 DESCRIPTION OF THE BUSINESS .............................................................................. 12 RISK FACTORS ............................................................................................................. 36 DIVIDENDS AND DISTRIBUTIONS ............................................................................... 44 DESCRIPTION OF CAPITAL STRUCTURE .................................................................. 44 MARKET FOR SECURITIES .......................................................................................... 44 ESCROWED SECURITIES ............................................................................................ 45 DIRECTORS AND OFFICERS ....................................................................................... 46 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................ 48 INTERESTS OF MANAGEMENT IN MATERIAL TRANSACTIONS ............................. 49 TRANSFER AGENT AND REGISTRAR ........................................................................ 49 MATERIAL CONTRACTS .............................................................................................. 49 EXPERTS AND INTERESTS OF EXPERTS .................................................................. 49 ADDITIONAL INFORMATION ........................................................................................ 49 AUDIT COMMITTEE ....................................................................................................... 50 APPENDIX A - CHARTER OF THE AUDIT COMMITTEE ........................................... A-1

PRELIMINARY NOTES

This Annual Information Form (“ AIF ”) is prepared in the form prescribed by National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. All dollar amounts in this AIF are expressed in Canadian dollars unless otherwise indicated. All information in this AIF is as of December

31, 2025, unless otherwise indicated.

FORWARD-LOOKING INFORMATION

This AIF and the documents incorporated into this AIF contain “forward-looking statements” and “forwardlooking information” within the meaning of applicable securities laws (forward-looking information and forward-looking statements being collectively hereinafter referred to as “forward-looking statements”). Such forward-looking statements are based on expectations, estimates and projections as at the date of this AIF or the dates of the documents incorporated herein, as applicable. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or 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”, “should”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forwardlooking statements. These forward-looking statements include, but are not limited to, statements and information concerning: the intentions, plans and future actions of Generation Mining Limited (the “ Company ”); statements relating to the business and future activities of the Company after the date of this AIF; ; the results of the Feasibility Study (as defined herein) completed on the Marathon Project (as defined herein); the estimation of mineral resources and mineral reserves; the impact and implications of the economic statements related to the Feasibility Study, such as future projected production, costs, including, without limitation, AISC (all-in sustaining costs), total cash costs, cash costs per ounce, capital costs and operating costs, mineral resource estimates, mineral reserve estimates, recovery rates, IRR (internal rate of return), NPV (net present value), mine life, CAPEX (capital expenditures), payback period, sensitivity analysis to copper, palladium, platinum, gold and silver prices, timing of future studies, environmental assessments (including timing of an environmental impact study) and development plans, and the Company’s understanding of the Marathon Project; the potential to extend mine life beyond the period contemplated in the Feasibility Study, the opportunity to expand the scale of the Marathon Project and the Marathon Project becoming a cornerstone mining project in Ontario and Canada; market position; ability to compete and future financial or operating performance of the Company after the date of this AIF; statements based on the audited and unaudited financial statements of the Company; anticipated developments in operations; the timing and amount of funding required to execute the Company’s exploration, development and business plans and timetable associated with the Marathon Project; capital and exploration and development expenditures; the effect on the Company of any changes to existing legislation or policy; government regulation of mining operations; the length of time required to obtain permits, certifications and approvals; the success of exploration, development and mining activities; the geology of the Company’s properties; environmental risks; the availability of labour; demand and market outlook for metals and the prices thereof; progress in development of mineral properties; estimated budgets; currency fluctuations; requirements for additional capital; government regulation; limitations on insurance coverage; the timing and possible outcome of litigation in future periods; the timing and possible outcome of regulatory and permitting matters; goals; strategies; future growth; planned business activities and planned future acquisitions; the adequacy of financial resources; and other events or conditions that may occur in the future, as well as those risk factors discussed or referred to herein and in the Company’s annual management’s discussion and analysis for the year ended December 31, 2025.

Forward-looking statements are based on the beliefs of the Company’s management, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, by their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking

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statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation those risks outlined under the heading Risk Factors in this AIF.

The list of risk factors set out in this AIF is not exhaustive of the factors that may affect any forward-looking statements of the Company. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this AIF generally and certain economic and business factors, some of which may be beyond the control of the Company, including, among other things, potential direct or indirect operational impacts resulting from infectious diseases or pandemics, wars and conflicts, and other factors not currently viewed as material that could cause actual results to differ materially from those described in the forward-looking statements. The Company does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, the Company’s securityholders should not place undue reliance on forward-looking statements.

CAUTIONARY NOTE TO U.S. READERS CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES

The Mineral Reserve and Mineral Resource estimates in this AIF and any documents incorporated by reference herein have been disclosed in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), which differs from the requirements of the U.S. Securities and Exchange Commission (the “ SEC ”), and information with respect to mineralization and Mineral Reserves and Mineral Resources contained herein may not be directly comparable to similar information disclosed by U.S. companies.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements under the U.S. Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the “ SEC Modernization Rules ”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in Industry Guide 7 under the U.S. Securities Act of 1933, as amended, were rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources.” In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be “substantially similar” to the corresponding standards under NI 43-101. While the SEC will now recognize “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”, U.S. readers should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of Mineral Resources or into Mineral Reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. readers are cautioned not to assume that any Measured Mineral Resources, Indicated Mineral Resources, or Inferred Mineral Resources that the Company reports are or will be economically or legally mineable. Further, “Inferred Mineral Resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. readers are also cautioned not to assume that all or any part of the “Inferred Mineral Resources” exist. There is no assurance that any Mineral Reserves or Mineral Resources that the Company may report as “Proven Mineral Reserves”, “Probable Mineral Reserves”, “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Mineral Resources are not Mineral Reserves, and do not have demonstrated economic viability, but do have reasonable prospects for economic extraction. Measured and Indicated Mineral Resources are sufficiently well defined to allow geological and grade continuity to be reasonably assumed and permit the application of technical and economic parameters in assessing the economic viability of the Mineral Resource. Inferred Mineral Resources are estimated on limited information not sufficient to verify geological

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and grade continuity or to allow technical and economic parameters to be applied. Inferred Mineral Resources are too speculative geologically to have economic considerations applied to them to enable them to be categorized as Mineral Reserves. There is no certainty that Mineral Resources of any classification can be upgraded to Mineral Reserves through continued exploration.

The Company’s Mineral Reserve and Mineral Resource figures are estimates and the Company can provide no assurances that the indicated levels of mineral will be produced or that the Company will receive the price assumed in determining its Mineral Reserves. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that these Mineral Reserve and Mineral Resource Estimates are well established and the best estimates of the Company’s management, by their nature Mineral Reserve and Mineral Resource Estimates are imprecise and depend, to a certain extent, upon analysis of drilling results and statistical inferences which may ultimately prove unreliable. If the Company’s Mineral Reserve or Mineral Reserve Estimates are inaccurate or are reduced in the future, this could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

The Company estimates the future mine life of the Marathon Project. The Company can give no assurance that its mine life estimate will be achieved. Failure to achieve this estimate could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

NON-IFRS MEASURES

The Company has included certain financial measures in this presentation, including initial capital cost, preproduction revenues, operating costs, AISC, and Pre-Tax and After-Tax Cash Flows, which are not measures recognized under IFRS and do not have a standardized meaning. These non-IFRS measures are included in this document because these statistics are measures that management will use to monitor future financial performance, and to plan and assess the overall effectiveness and efficiency of future mining operations. The Company does not have historical non-IFRS financial measures nor historical comparable measures under IFRS, and therefore the foregoing prospective non-IFRS measures may not be reconciled to the nearest comparable measures under IFRS. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.

Non-IFRS measures used herein are defined as follows:

  • Initial Capital includes all costs incurred from the effective date of the 2025 FS (excluding historical sunk costs) until the point where commercial production is achieved, including expenses related to engineering, equipment purchase and installation, process plant and mine infrastructure construction, and any other costs associated with putting the Marathon Project (as defined below) into operations.

  • Pre-production Revenue includes revenues generated until commercial production is achieved, net of related off-site costs (Transport, Smelter, and Royalties) and working capital adjustments. See section 1.18.1 below for the metal price assumptions used to calculate revenues.

  • Operating Costs includes mining, processing, general and administrative and other, concentrate transportation costs, treatment and refining charges, and royalties. Costs related to the Wheaton PMPA (as defined below) are excluded.

  • AISC includes Operating Costs, closure and reclamation costs, and sustaining capital. Costs related to the Wheaton PMPA are not included.

  • Pre-tax Cash Flow includes total revenue less Operating Costs, working capital adjustments, equipment financing, initial capital, sustaining capital, and closure costs. Costs related to the Wheaton PMPA are included.

  • After-tax Cash Flow includes Pre-tax Cash Flow less income taxes payable.

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The Marathon Project is a polymetallic deposit. For purposes of estimating the Company’s anticipated costs and future financial performance, the Company discloses certain financial measures herein based on estimates of future palladium equivalent (“ PdEq ”) and copper equivalent (“ CuEq ”) metal production. The Company’s estimated PdEq and CuEq are calculated using the payable metals estimates derived from the Company’s LOM, as follows:

  • Palladium Equivalent ounces uses the formula PdEq oz = Pd oz + (Cu lb x 4.00 US$/lb + Pt oz x US$950/oz + Au oz x US$2000/oz + Ag oz x US$24.00/oz) / US$1525 Pd/oz.

  • Copper Equivalent pounds uses the formula CuEq lbs = Cu lbs + (Pd oz x US$1,525/oz + Pt oz x US$950/oz + Au oz x US$2000/oz + Ag oz x US$24.00/oz) / US$4.00 Cu/lb.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated under the Business Corporations Act (Ontario) on January 11, 2018. The Company’s head office and registered office is located at 100 King Street West, Suite 7010, Toronto, Ontario, M5X 1B1.

Inter-corporate Relationships

Set out below is the corporate structure of the Company and its subsidiary, including the corporate jurisdiction and the percentage of shares of the subsidiary owned, controlled or directed by its parent.

Generation Mining Limited (Ontario) 100% Generation PGM Inc. (Ontario)

GENERAL DEVELOPMENT OF THE BUSINESS

The Company is an exploration and development stage company primarily focused on the development and construction of the Marathon Copper-Palladium project located in Marathon, Ontario, Canada (the “ Marathon Property ” or “ Marathon Project ”), a large undeveloped platinum group metal (“ PGM ”) and copper mineral deposit located in Northwestern Ontario, Canada, which is expected to produce copper, palladium, platinum, gold and silver. The Company’s common shares (“ Common Shares ”) trade on the Toronto Stock Exchange (“ TSX ”) under the symbol GENM and the OTCQB Venture Marketplace under the symbol GENMF.

Three Year History

2023

On January 27, 2023, the Company completed the sale of its interest in the Darnley Bay mineral concession to Elton Resources (“ Elton ”). Pursuant to the terms of this sale, $150,000 was remitted by Elton to the Inuvialuit Regional Corporation (the “ IRC ”) on behalf of Generation Mining. The balance of the purchase price is to be paid in connection with Elton completing a Going Public transaction by August 31, 2024. In

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connection with this transaction, Elton will pay $850,000 to the Company and will issue $4 million of Elton stock to the Company. If Elton does not complete the Going-Public transaction, the Darnley Bay mineral concession will, subject to receipt of requisite approvals, revert back to the Company.

On March 31, 2023, the Company filed a technical report titled “Feasibility Study Update - Marathon Palladium & Copper Project, Ontario, Canada” dated March 31, 2023 with an effective date of December 31, 2022, prepared in accordance with NI 43-101 (the “ 2023 FS ”). the Company also issued a press release titled “Generation Mining Delivers Updated Feasibility Study for Canada’s Next Critical Mineral Mine - the Marathon Palladium-Copper Project” to announce the results of the 2023 FS, highlighting: (i) an Internal Rate of Return (after-tax) of 25.8% and a Net Present Value (6%) of $1.16 billion based on a long-term price of US$1,800/oz for palladium (“ Pd ”) and US$3.70/lb for copper (“ Cu ”); (ii) a 2.3 year payback period; (iii) initial capital cost of $1,112 million ($898 million net of equipment financing and pre-commercial production revenue), an increase of 25% from the 2021 FS; (iv) Life of Mine average cash costs of US$709/PdEq. oz and all-in sustaining costs of US$813/PdEq. oz; operating costs increased 14.5% compared with 2021 FS; (v) an increase of 8% in Mineral Reserve tonnages and a decreased open pit strip ratio, (vi) increased process plant throughput and improved metallurgical recoveries of LOM; and (vii) average annual payable metals of 166 koz of palladium, 41 Mlbs copper, 38 koz platinum, 12 koz gold and 248 koz silver, all as more fully set out in the 2023 FS. The 2023 FS was subsequently amended and filed on May 31, 2024. The amended technical report contained no changes to the material disclosures in the 2023 FS, including no changes to the estimated mineral reserves and resources, the mine plan, cost estimates and economic analysis.

On May 2, 2023, the Company announced the execution of a mandate letter to arrange a senior secured project finance facility with a syndicate including Export Development Canada, ING Capital LLC, and Societe Generale S.A., who were appointed as Mandated Lead Arrangers (“ MLAs ”). The formal Mandate includes a non-binding indicative term sheet (the “ Term Sheet ”) for a senior debt facility of up to US$400 million.

On August 30, 2023, the Company announced that it had received the Endangered Species Act Permit (the “ ESA Permit ”) issued by the Ministry of the Environment, Conservation and Parks for Caribou (Boreal Population) and Little Brown Myotis, Northern Myotis and Tri-coloured Bats (“ SAR Bats ”). The ESA Permit includes conditions intended to minimize the impacts to caribou and SAR Bats, as well as to create an overall benefit for these species at risk.

On May 15, 2023, the terms of an agreement entered into in 2022 for the purchase of unused ball and SAG mills from Hycroft Mining Holding (the “ Hycroft Agreement ”) were amended to include a payment of US$100,000 on signing and US$50,000 for every US$1,000,000 raised in equity like financings, to a maximum of US$400,000 with the balance due on June 30, 2024. In connection with the financing completed on November 21, 2023 the Company paid US$400,000 under the Hycroft Agreement.

On September 6, 2023, the Company announced that, following consent by Biigtigong Nishnaabeg Chief and Council of the Closure Plan for the Marathon Palladium-Copper Project (the “ Closure Plan ”), the Company was issued a letter from the Ministry of Mines inviting the Company to submit the Closure Plan.

On September 14, 2023, the Company announced that it had had agreed to sell its rights and interests in an option agreement to acquire a 100% interest in six (6) mineral leases (the “ Davidson Property ”) hosting a molybdenum-tungsten deposit, located near the town of Smithers, British Columbia, to Moon River Capital Ltd. (“ Moon River ”), a capital pool company listed on the TSX Venture Exchange, for $630,000 in cash, 9.0 million common shares of Moon River and certain nomination and pre-emptive shareholder rights (the “Transaction”). The Transaction was approved by the independent directors of the Company, excluding Messrs. Levy and Knoll who served as directors of Moon River and recused themselves from the Board deliberations on the Transaction. The Transaction constituted Moon River’s Qualifying Transaction under the rules of the TSX Venture Exchange. Following completion of the Transaction, Moon River will engage in exploration and development activities in order to advance a preliminary economic assessment on the Davidson Property.

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On October 27, 2023, the Company entered into an agreement with Haywood Securities Inc. (“ Haywood ”) sole underwriter and bookrunner, pursuant to which Haywood agreed to purchase, on a bought deal basis, (i) 42,858,000 units (the “ 2023 Units ”) in the capital of the Company at a price of C$0.28 per 2023 Unit (the “ Issue Price ”), and (ii) 9,678,000 flow-through units (the “2023 FT Units ” and together with the 2023 Units, the “ Offered Securities ”) in the capital of the Company at a price of $0.32 per 2023 FT Unit (the “ FT Issue Price ”) for aggregate gross proceeds to the Company of $15,000,420 (the “ 2023 Offering ”). 2023 Each Unit consisted of one Common Share and one-fifth (1/5) of one Common Share purchase warrant (each whole common share purchase warrant, a “ 2023 Warrant ”) of the Company. Each 2023 FT Unit consisted of one Common Share that will qualify as a “flow-through share” and one-fifth (1/5) of one 2023 Warrant. Each 2023 Warrant is exercisable to acquire one Common Share (a “ 2023 Warrant Share ”) at a price per of $0.50 for a period of 36 months from the closing date of the 2023 Offering. The Company used the net proceeds from the sale of the 2023 Units for development of the Company’s Marathon Project and for working capital and general corporate purposes. The gross proceeds from the sale of the 2023 FT Units was used by the Company to incur eligible “Canadian Exploration Expenses” on the Marathon Project that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada).

On November 7, 2023, the Company announced that the Province of Ontario had accepted and filed the Closure Plan.

On November 17, 2023, the Company announced it had completed the previously announced sale of its rights and interests in the Davidson Property for $630,000 in cash and 9.0 million common shares of Moon River. The Moon River common shares are held in escrow in accordance with the rules of the TSX Venture Exchange and are expected to be released in instalments over a 36 month period following the closing of the transaction. In 2023, 900,000 shares were released from escrow.

On November 21, 2023, the Company closed its previously announced Offering of (i) 42,858,000 Units in the capital of the Company at a price of C$0.28 per Unit and (ii) 9,678,000 FT Units) in the capital of the Company at a price of C$0.32 per FT Unit, for aggregate gross proceeds to the Company of C$15,097,200. The Offering included a lead order of C$5,000,000 of Units from Wheaton Precious Metals Corp. and participation by existing shareholders.

On November 21, 2023, the Company announced that the Ministry of Natural Resources and Forestry of the province of Ontario had issued the Permit to Remove (trees) for the Marathon Project.

On December 31, 2023, the Hycroft Agreement was further amended to allow for the Hycroft equipment to be marketed to third parties and for Generation to terminate the purchase agreement in respect of (a) the SAG mill and ball mill (the “ Mills ”) and/or (b) the main sub-station and power transformers (the “ Electrical Equipment ”) on or before June 30, 2024. In connection with this amendment, Generation also agreed to cover certain additional expenses incurred by Hycroft in the event Generation elects to complete the purchase of the Hycroft equipment.

2024

On February 29, 2024, the Company terminated its purchase of the Mills under the Hycroft Agreement, and retained the option to purchase the Electrical Equipment until June 30, 2024. The Company subsequently terminated its option to purchase the Electrical Equipment effective April 5, 2024.

On July 26, 2024, the Company provided an update on its multi-phased summer exploration program consisting of approximately 6,800 metres of drilling on a number of high-prospectivity copper targets north and west of the Marathon Project. Detailed results of the full program are outlined in the Company’s press releases dated March 7, April 23, and July 26, 2024.

On July 31, 2024, the Company received federal government approval for amendments to Schedule 2 of the Metal and Diamond Mining Effluent Regulation. Importantly, the approval allows for the construction of

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the tailings storage facility and water management structures required for the construction and operation of the Marathon Project.

On August 2, 2024, the Company announced receipt of the federal Fisheries Act Authorization (“ FAA ”) for the Marathon Project. The FAA approves the Company’s plan to avoid, mitigate and offset impacts to fish and fish habitat related to the development of the Marathon Project.

On October 7, 2024, the Company was awarded up to $771,000 from the Critical Minerals Infrastructure Fund (CMIF) pending final due diligence and certain conditions precedent. The CMIF is a key program under the Canadian Critical Minerals Strategy to address infrastructure gaps, enable critical minerals production and connect resources to markets through various clean energy, electrification and transportation infrastructure projects.

On November 20, 2024, the Company announced the results of the project optimization work on the Marathon Project previously announced on June 6, 2024. The Optimization Work focused on two key aspects: (1) optimization of the mine plan to maximize metal production and defer waste stripping in the early years of operations in order to improve early cash flows and reduce the payback period; and (2) review and optimization of the plant design and layout, including sizing of key equipment, plant footprint and foundations, in order to reduce the initial Project capital costs.

On December 16, 2024, the Company announced the passing of director Paul Murphy, who served as the Company’s Lead Director and Chair of the Audit Committee, as well as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

2025

On March 27, 2025, the Company announced positive results on the updated Feasibility Study (as defined below) for the Marathon Project. The Feasibility Study incorporated the results of the Marathon Project optimization work reported by the Company in a news release entitled “Generation Completes Optimization Work for the Marathon Project with Improved Mine Plan and Reduced Capex” issued on November 20, 2024, which focused on two key aspects: (1) optimization of the mine plan to maximize metal production and defer waste stripping in the early years of operations in order to improve early cash flows and reduce the payback period); and (2) optimization of the process plant design and layout, including sizing of key equipment, plant footprint and foundations, in order to reduce the initial Marathon Project capital costs.

On May 20, 2025, the Company appointed Ms. Rebecca Hudson to the Board of Directors and independent chair of the Company’s Audit Committee. In addition, Mr. Stephen Reford was appointed as the Company’s independent Lead Director. Ms. Hudson is a Chartered Professional Accountant with over 25 years’ experience in accounting and financial reporting, corporate finance, risk management, financial audit and corporate governance. Signature Resources Ltd., Energy Plug Technologies Corp., currently serves as the CFO of Restart Life Sciences Corp., and a private drilling company, Andean Drilling Services Inc. Ms. Hudson and Mr. Reford’s appointments fill the vacancies which arose upon the untimely passing of Mr. Paul Murphy at the end of last year. Mr. Cashel Meagher also notified the Board that he would not stand for re-election at the Company’s annual meeting for the 2025 calendar year.

On May 22, 2025, the Company received the final key permit required for the construction of the Marathon Project. The Environmental Compliance Approval – Industrial Sewage Works (ECA-ISW) was received from the Ontario Ministry of Environment, Conservation and Parks for the management and discharge of water for the construction phase of the Marathon Project.

On May 23, 2025, the Company received a support letter from a leading Canadian financial institution stating its interest to provide up to $200 million in a new long-term credit facility for the Marathon Project, which would be in addition to the senior secured project finance facility to be arranged with the mandated senior lenders.

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On June 24, 2025, the Company completed a brokered private placement, which included the full exercise of the underwriters’ option, for aggregate gross proceeds of approximately $11.5 million (the “ June 2025 Offering ”) The June 2025 Offering was conducted by a syndicate of underwriters led by Stifel Nicolaus Canada Inc., and including Haywood Securities Inc., and consisted of the sale of 31,082,200 units (the “ LIFE Units ”) at a price of $0.37 per LIFE Unit, and issued pursuant to Part 5A of National Instrument 45106 – Prospectus Exemptions , as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemptions . Each LIFE Unit comprised of one Common Share and one-half (½) of one Common Share purchase warrant of the Company (each whole warrant, a “ LIFE Warrant ”). Each LIFE Warrant entitles the holder thereof to acquire one Common Share at a price of $0.48 at any time from August 24, 2025 until August 24, 2028. The Company intends to use the net proceeds from the Offering on the development of its Marathon Project and for general corporate purposes.

On July 15, 2025, the Company appointed Kyle Kuntz to its Board of Directors. Mr. Kuntz is a mining project executive with over a decade of experience leading large-scale mining developments across North America. He currently holds the position of Vice President, Projects at Equinox Gold Corp. Before joining Equinox, he served as Director, Projects at Marathon Gold Corp., where he remained through its acquisition by Calibre Mining and the subsequent merger with Equinox. During his tenure at Calibre, he was responsible for overseeing the construction of the Valentine Gold Project. Earlier in his career, he held key roles with JDS Energy & Mining Inc., the Nuna Group of Companies, and Stantec. Mr. Kuntz brings deep expertise in transforming mineral projects from feasibility studies into operational assets, with a focus on project management, engineering leadership, procurement strategies, and construction execution.

On October 9, 2025, the Company appointed Clinton Swemmer, P.Eng., as Vice-President, Projects. Mr. Swemmer is a highly accomplished engineering and project delivery executive with more than 25 years of experience across the mining and metals sector, making high-level contributions to more than 40 projects across Africa, Asia and the Americas. He has also held senior leadership positions with top-tier mining companies and global engineering consultancies, including Wood (Canada), Ausenco and DRA where he operated under both EPCM and EPC frameworks. While at DRA in Africa, Clinton worked on several large PGM projects including processing plants at Ngezi Mine and Mimosa mine in Zimbabwe and on Two Rivers and Everest South in South Africa. Whilst at LionOre (purchased by Norilsk Nickel) he was involved with both Phoenix Mine, a Copper Nickel cobalt PGM mine and Nkomati Mine, a Copper Nickel Cobalt PGM chrome mine. His expertise spans the entire project lifecycle—from early-stage scoping, permitting, and feasibility studies to detailed engineering, construction, and operational handover, where his strengths were creative improvements and timely execution. Mr. Swemmer has successfully led multi-disciplinary teams on projects exceeding $3 billion in capital value, across a diverse range of commodities both in Canada and globally.

On December 9, 2025, the Company acquired 451 contiguous mining claims to its current land package in Marathon, Ontario. The Marathon District, which includes the Marathon Project, now represents a land package of 1,617 claims and 47 mining leases, representing an increase from an area of 26,814 hectares (268 km[2] ) to 36,398 hectares (364 km[2] ), or an increase of approximately 36%. The acquisition further enhances the Company’s regional exploration footprint and the opportunity to advance the geological understanding of the Marathon District.

Events Subsequent to 2025

On January 15, 2026, the Company completed its upsized prospectus offering (the " 2026 Offering ") of units of the Company (the " 2026 Units "). The 2026 Offering was completed on a "bought deal" basis pursuant to the terms of an underwriting agreement dated January 9, 2026, among the Company and a syndicate of underwriters including Stifel Canada, as lead underwriter and sole bookrunner, together with BMO Capital Markets and Haywood Securities Inc. (collectively, the " 2026 Underwriters "). Pursuant to the terms of the 2026 Offering, the Company issued an aggregate of 47,920,500 2026 Units at a price of $0.72 per 2026 Unit for aggregate gross proceeds of $34,502,760, including the full exercise by the Underwriters of their over-allotment option. Each 2026 Unit was comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “ 2026 Warrant ”). Each 2026 Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $1.00, subject to customary anti-

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dilution adjustments, until January 15, 2028. The 2026 Warrants are governed by a warrant indenture dated January 15, 2026 between the Company and TSX Trust Company, as warrant agent, a copy of which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. The net proceeds from the 2026 Offering are expected to be used by the Company to advance the development of the Marathon Project, for working capital, and for general corporate purposes, all as more particularly described in the prospectus supplement of the Company dated January 9, 2026, and filed in each of the provinces and territories of Canada, other than Quebec.

On January 28, 2026, the Company appointed Paul McRae and Jeremy Wyeth as Technical Advisors to support the development, construction, and future operation of the Marathon Project. These appointments strengthen the Company’s technical capacity as the Company advances the Marathon Project. Collectively, Mr. McRae and Mr. Wyeth bring extensive experience in large-scale mining project development, operational readiness, and performance optimization—critical capabilities for building a safe, efficient, longlife mining operation.

On February 10, 2026, the Biigtigong Nishnaabeg First Nation acquired 1,041,666 units of the Company at a price of $0.72 per unit for gross proceeds of approximately $750,000 on identical terms to the 2026 Offering. The net proceeds from the private placement are expected to be used by the Company to advance the development of the Marathon Project.

On February 24, 2026, the Company filed a final short form base shelf prospectus (the “ 2026 Shelf Prospectus ”) with the securities regulatory authorities in each of the provinces and territories of Canada following the completion of a regulatory review of the preliminary base shelf prospectus of the Company. The 2026 Shelf Prospectus filing will permit the Company to make offerings of common shares, warrants, subscription receipts, units or debt securities, or a combination thereof (the “ Securities ”), up to an aggregate total of C$200 million during the 25-month period that the 2026 Shelf Prospectus remains effective until March 2028. Securities may be offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more shelf prospectus supplement(s). Information regarding the use of proceeds from a sale of any Securities will be included in the applicable prospectus supplement(s).

On February 24, 2026, the Company appointed Rachel Pineault, Executive Vice President Corporate Affairs and Human Resources and George Frederich Meintjes, Vice President Engineering to the Generation Mining Management Team to support the development, construction, and future operation of the Company’s Marathon Project.

On March 2, 2026, the Company appointed Ausenco Engineering Canada ULC (“ Ausenco ”) as the Engineering, Procurement and Construction Management (“ EPCM ”) partner for the Marathon Project. Following a comprehensive evaluation and negotiation process, Ausenco was selected as the Company’s EPCM partner based on its strong technical capabilities, proven project delivery experience in Ontario, and alignment with the Company’s execution strategy and long-term business objectives. Ausenco demonstrated a clear understanding of the Marathon’s Project’s scope, risk profile, and value drivers, while aligning closely with the Company’s priorities for disciplined capital management, constructability, operational readiness, and responsible project development. Ausenco also completed the Feasibility Study, and the quality of this work was a key criteria as part of the selection for a key strategic partner in the execution phase and contributed to the Company’s confidence in advancing the Marathon Project.

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DESCRIPTION OF THE BUSINESS

General

Summary

The Company is an exploration and development stage company focused on the Marathon Property. The Company acquired its interest in the Marathon Project in July 2019 through the Joint Venture Agreement with Sibanye. Following completion of the acquisition of Sibanye’s remaining minority interest in January 2022, the Company holds 100% of the Marathon Project.

Specialized Skill and Knowledge

The Company’s business relies on staff members, contractors and consultants with specialized skills and technical expertise in the areas of metallurgy, geology, engineering, mine planning, mine development, construction and operations, permitting, financing, and sustainability, among other disciplines and competencies. To date, the Company has been able to meet its staffing requirements.

Employees

As at December 31, 2025, the Company and Generation PGM employed 13 employees.

Material Mineral Properties

Scientific and technical information contained in this AIF relating to Mineral Resources and exploration results was reviewed and approved by Chanelle Boucher, P.Geo., Senior Geologist of Generation PGM Inc., a wholly -owned subsidiary of the Company, and all other scientific and technical information relating to the 2025 FS, as defined below, was reviewed and approved by Daniel Janusauskas, P. Eng., Technical Services Manager of Generation PGM Inc., each a “Qualified Person” under NI 43-101.

As of the date hereof, the only property material to the Company is the Marathon Property. The following summary, commencing on page 11 through page 35 of this AIF, is extracted from, and qualified in its entirety with reference to, the full text of the Feasibility Study entitled "Marathon Copper-Palladium Project - Feasibility Study Report Update", dated March 28, 2025, with an effective date of November 1, 2024 (the “ 2025 FS ”, the “ Feasibility Study ” or the “ Technical Report ”) prepared by Tommaso Roberto Raponi, P. Eng., Ausenco Engineering Canada ULC (“ Ausenco ”); Marc Schulte, P. Eng., Moose Mountain Technical Services (“ MMTS ”); Jean-Francois Maille, P.Eng. of JDS Energy and Mining, Inc. (“ JDS ”); Craig N. Hall, P.Eng. of Knight Piésold Consulting (“ KP ”); Eugene J. Puritch, P.Eng., Ms. Jarita Barry, P.Geo., Fred H. Brown, P.Geo., David Burga, P.Geo., and William Stone, PhD, P.Geo., each of P & E Mining Consultants Inc. (“ P&E ”); which is incorporated by reference herein. Readers are encouraged to review the full text of the Feasibility Study, available for review under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Technical Report supports the scientific and technical information set out in this AIF, and supersedes the Company’s previous technical report and feasibility study filed on May 31, 2024. All capitalized terms not otherwise defined herein are defined in the Technical Report.

1.1 Introduction

The Company (Gen Mining) commissioned Ausenco Engineering Canada ULC (Ausenco) to compile a feasibility study update and Mineral Resource and Reserve Estimate (MRE) for the Marathon PalladiumCopper project (Marathon Project).

The responsibilities of the engineering consultants and firms who are providing qualified persons (QPs) are as follows:

  • Ausenco managed and coordinated the work related to the report.

  • Knight Piésold Ltd. (KP)

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  • P&E Mining Consultants Inc. (P&E)

  • JDS Energy and Mining, Inc. (JDS)

  • Moose Mountain Technical Services (MMTS).

Gen Mining currently indirectly owns a 100% interest in the Marathon Project. The project is directly owned, managed and operated by Gen Mining’s 100%-owned subsidiary, Generation PGM Inc. (Gen PGM). In this summary, Gen PGM and Gen Mining will be used interchangeably for simplicity.

The Technical Report summarizes the current progress and latest results following the 2023 FS with updated plant and infrastructure designs, and capital and operating cost estimates. This Technical Report also presents updated mineral resource and mineral reserve estimates for the Marathon property. The Technical Report outlines the feasibility study update with the development of an open pit mine, processing facilities and related infrastructure both on site and off site.

This Technical Report was prepared pursuant to the requirements of Canadian National Instrument 43-101 (NI 43-101). The reported mineral resource and mineral reserve estimates in this Technical Report were prepared in accordance with the guidelines of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards (2014) on Mineral Resources and Reserves, Definitions and Guidelines (2019).

All dollar amounts are in Canadian dollars and stated on a 100% project ownership basis unless otherwise noted.

1.2 Property Description and Location

The Marathon Property is located approximately 10 km north of the Town of Marathon, Ontario, adjacent to the Trans-Canada Highway No. 17 on the northeast shore of Lake Superior (Figure 1-1). The Town of Marathon lies along the Trans-Canada Highway (Highway 17) approximately 300 km east of The City of Thunder Bay and 400 km northwest of the City of Sault Ste. Marie, and has a population of 3,138 (2021 StatsCan census).

Local access to the property is via gravel road from Highway 17 (Figure 1-2). The centre of the proposed project footprint sits at approximately 48°45′N latitude and 86°19′W longitude. Mining is the primary industry in the Town of Marathon.

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Figure 1-1: Regional Location

==> picture [222 x 283] intentionally omitted <==

Source: Marathon PGM Corp. (2006).

Figure 1-2: Local Property Map

==> picture [211 x 282] intentionally omitted <==

Source: Generation Mining (2026).

1.3 Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements

The property consists of a total of 36,398 ha, including 47 leases and 1,617 claim cells.

Portions of the property are subject to net smelter return (NSR) royalties ranging from 1% to 4%. Within the mineral reserve footprint, only the top northern extent of the Marathon deposit (specifically on the North pit) is subject to an NSR royalty of 4%.

On January 26, 2022, Gen Mining completed the acquisition of the remaining 16.5% interest in the Project from Stillwater Canada Inc., a subsidiary of Sibanye Stillwater Limited. The Company now holds 100% of the Marathon Project, and the joint venture agreement dated July 10, 2019 between Stillwater and Gen PGM has been terminated.

1.4 Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Property is directly off the Trans-Canada Highway No. 17 and is accessible via gravel road. The Property is characterized by moderate to steep hilly terrain with a series of interconnected creeks and lakes surrounded by dense vegetation. Outcrops are common on the Property and overburden is generally minimal (0.5 m) with the deepest areas ranging from 3 to 10 m in thickness. The general elevation around the mine site is slightly higher than the overall regional topography. Ground surface elevations around the proposed site range from approximately 260 to over 400 metres above sea level, with a gradual decrease in elevation from north to south and west to east.

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The vegetation consists of northern hardwood and conifer trees as well as areas with muskeg, which are bogs or wetlands common to boreal forest regions. The Project area is bounded to the east by the Pic River and Lake Superior to the south and west.

The climate is typical of the northern Canadian Shield with long winters and short, warm summers. Average annual precipitation in Marathon was 759 mm for the period 2015-2019 (Pukaskwa station, which is approximately 15 km south of the Property). On average annual snowfall is between November and April with a peak average snow depth of 45 cm in March. The annual average temperature is 1.4°C with the highest average monthly temperature of 15°C in August and lowest in January of -14°C (Marathon Airport 2015-2019).

Electrical power and telephone communication are present at the Property and in the Town of Marathon, which is linked to the Ontario power grid. The construction of the East-West Tie transmission project was completed in 2022. This is a 450 km double-circuit 230 kV transmission line connecting the Lakehead Transfer Station in the Municipality of Shuniah near the city of Thunder Bay to the Wawa Transfer Station located east of the Municipality of Wawa. It will also connect to the Marathon Transformer Station.

The Marathon airport is located immediately north of the Town of Marathon and runs adjacent to Highway 17 near the southwest corner of the Property.

1.5 History

The Marathon Property was explored by various companies over the past 60+ years, and during this time, a total of 193,057 m of drilling was completed, with most of the drilling delineating the Marathon deposit. Most of the drilling (567 holes and 103,834 m) was completed by Marathon PGM Corp. between 2004 and 2009 to expand the Mineral Resource and for condemnation holes outside of the proposed open pit area.

The Marathon Property went through various ownership changes during the history of the Project. The most recent history including Gen Mining started on July 11, 2019, when Gen Mining (through its wholly-owned subsidiary) completed the acquisition of a 51% initial interest in the Property, from Stillwater Canada Inc., a wholly owned subsidiary of Sibanye Stillwater Limited, and entered into a joint venture agreement with respect to the Property. Following the acquisition of the Project, Gen Mining retained P&E to complete an updated Mineral Resource estimate and Preliminary Economic Assessment on the Marathon Project. The NI 43-101 Technical Report - Updated Mineral Resource Estimate and Preliminary Economic Assessment of the Marathon Deposit, Thunder Bay Mining District, Northwestern Ontario, Canada (effective date of January 6, 2020) was filed in February 2020. An amended Technical Report was filed in July 2020, which contained no material amendments to the original Technical Report filed in February 2020. On November 30, 2020, Gen Mining completed all the requirements under the joint venture agreement to increase its interest in the Property and Joint Venture to 80%. Following the increase in ownership to 80%, Sibanye Stillwater Limited did not continue funding the Joint Venture and its position decreased to 16.5%. Gen Mining purchased Sibanye Stillwater’s ownership interest and completed the acquisition of the outstanding portion from Sibanye Stillwater Limited acquiring 100% interest in the Property on January 26, 2022.

On March 3, 2021, the Company announced the results of the Feasibility Study completed by G-Mining Services.

On December 22, 2021, the Company announced that it had agreed to enter into a definitive Precious Metal Purchase Agreement with Wheaton Precious Metals Corp. (“ Wheaton PMPA ”) Pursuant to the Precious Metal Purchase Agreement, Wheaton Precious Metals Corp. will pay Gen Mining a total upfront cash consideration of $240 million, $40 million of which was paid on an early deposit (March and September 2022) basis prior to construction, with the remainder payable in four staged installments during construction, subject to various customary conditions being satisfied.

On May19, 2022, the public hearings conducted by the Joint Review Panel for the Environmental Assessment of the Company’s Marathon Project were concluded. The Joint Review Panel process is the

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highest standard of environmental assessment review in Canada. The Project’s Environmental Impact Statement and other evidence were subject to a rigorous review by the Joint Review Panel with more than 50 participants. The Joint Review Panel report was delivered on August 3, 2022 with recommendations to the Federal and Provincial governments. The Honourable Steven Guilbeault, Federal Minister of Environment and Climate Change, and The Honourable David Piccini, Ontario Minister of the Environment, Conservation and Parks, each announced on November 30, 2022, that the Company’s Marathon Project may proceed, subject to conditions set out in the Federal decision statement and the provincial approval order, respectively. The decision Statement and approval order were made following a thorough, multiyear, joint Federal and Provincial environmental assessment process, with input received from Indigenous groups, the public, federal government departments including the Ministry of Environment Canada and Climate Change, Fisheries and Oceans Canada, Natural Resources Canada and Transport Canada, and provincial government departments including Ministry of Northern Development, Mines, Natural Resources and Forestry, the Ministry of Environment, Conservation and Parks, the Ministry of Transportation, the Ministry of Labour, and the Technical Standards and Safety Authority.

On November 14, 2022, the Biigtigong Nishnaabeg community ratified the Community Benefit Agreement. This agreement between Gen PGM and Biigtigong Nishnaabeg describes the benefits the Biigtigong Nishnaabeg community will receive from the Project and details how the Project’s impact on the community will be mitigated. It includes commitments from the Company regarding environmental management, employment, training and education, business opportunities, social and cultural support, and financial participation.

No previous mining activity has taken place on the Property.

1.6 Geology and Mineralization

The Marathon Property is situated along the eastern margin of the Proterozoic Coldwell Complex (“ CC ”), which is part of the Keweenawan Supergroup of igneous, volcanic and sedimentary rocks (Figure 1-3).

The Marathon Deposit is hosted by the Two Duck Lake Gabbro (“ TDL Gabbro ”), a late intrusive phase of the Eastern Gabbro (Figure 1-4). The Eastern Gabbro is a composite intrusion and occurs along the northern and eastern margin of the CC, which intrudes the much older Archean Schreiber-Hemlo Greenstone Belt. The entire CC is believed to have intruded over a relatively short period of time of the Midcontinent Rift System between 1105 and 1108 Ma.

The Marathon Deposit consists of several large, thick and continuous zones of disseminated sulphide mineralization hosted within the TDL Gabbro. The mineralized zones occur as shallow dipping sub-parallel lenses that follow the basal gabbro contact and are labeled as footwall, main, hanging wall zones and the W-Horizon. The Main Zone is the thickest and most continuous zone. For 418 drill hole intersections with mineralized intervals greater than 4 m thick, the average thickness is 42 m and the maximum is 205 m.

Sulphides in the TDL Gabbro consist predominantly of chalcopyrite, pyrrhotite and minor amounts of bornite, pentlandite, cobaltite and pyrite. The proportions of sulphide minerals as determined in a QEMSCAN survey of a bulk sample are 2.75% pyrrhotite, 0.79% copper-iron sulphides (chalcopyrite and bornite), 0.09% pentlandite and trace amounts of pyrite, galena and sphalerite.

The relative proportions of pyrrhotite and chalcopyrite vary significantly across the Marathon Deposit; however, in general, the sulphide assemblage changes gradually up section from the base to the top of mineralized zones. Sulphides at the base of the TDL Gabbro consist predominantly of pyrrhotite and minor chalcopyrite but the relative proportion of chalcopyrite increases up section to nearly 100% chalcopyrite near the top. In the W-Horizon, sulphides consist mainly of chalcopyrite and bornite and minor to trace amounts of pentlandite, cobaltite, pyrite and pyrrhotite. In general, the variations in chalcopyrite to pyrrhotite ratio across the deposit, and from bottom to top of the deposit, correlates with variations in the copper/palladium ratio, with the highest concentrations of palladium (“ Pd ”) occurring in samples with Curich sulphide assemblages.

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The model that best explains the Marathon Deposit is based on the accumulation of sulphides in basins and troughs of a magma conduit which underwent significant upgrading of Cu and Platinum Group Metals (“ PGM ”) contents by the process of multistage dissolution grading that was described for similar disseminated mineralization in the Noril'sk region, Russia by Kerr and Leitch (2005).

In addition to the Marathon Deposit, the Property hosts other PGM deposits/mineralization in additional areas – notably the Geordie and Sally Deposits, and the Biiwobik, Boyer and Four Dams Prospects.

Figure 1-3: Regional Structural Geology

==> picture [432 x 281] intentionally omitted <==

Source : Miller and Nicholson, 2013

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Figure 1-4: Coldwell Complex (CC) Geology

==> picture [432 x 328] intentionally omitted <==

Source : Modified after Walker et al. (1993)

1.7 Deposit Types

The Marathon Deposit is one of several mafic to ultramafic intrusive bodies in the Mid-continent Rift System (“ MRS ”) that host significant copper, nickel or PGM sulphide mineralization. These intrusions include the Yellow Dog peridotite (Eagle Deposit), the Tamarack Deposit, the Current Lake Intrusive Complex (Thunder Bay North Deposit), and the numerous intrusions located along the base of the Duluth Complex.

The intrusion and deposition of sulphides within magma conduits has recently been accepted as the dominant mineralization process chosen to explain rift related deposits and has been proposed for the Marathon, Thunder Bay North and the Eagle Deposits. The magma conduit model has grown in favour since it was proposed to explain deposits in the Noril’sk region and the deposits at Voisey’s Bay, Newfoundland and Labrador, Canada.

Comparisons between the MRS and the Voisey's Bay and Noril'sk settings point to several similarities that suggest that the MRS is a likely setting for Ni-Cu mineralization. The continental rifting and associated voluminous igneous activity in all three regions formed in response to the rise of a hot plume of mantle material from deep in the Earth, fracturing the overlying continental crust. In the MRS, melting of the plume produced more than 2 million cubic km of mostly basalt lava flows and related intrusions.

1.8 Exploration

In 2018, Stillwater partnered with PACIFIC (a consortium of industry, government, and academic partners) and completed a production-scale passive seismic survey of the Marathon deposit which resulted in a 3-D velocity inversion model.

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In 2019, exploration work by Gen Mining consisted of geologic mapping and prospecting at the Boyer zone and the northern extension of the Geordie Deposit. Three trenches were completed at Boyer exposing the continuation of mineralization at surface. A passive seismic survey was completed at Sally to help define deep high-density targets for potential drill testing. Borehole EM surveys were completed by Crone Geophysics on diamond drill holes SL-19-72, M-19-536 and M-19-537.

In 2020, to compliment the previous seismic surveys, a magnetotelluric survey was conducted over a portion of the Marathon deposit and an area immediately west of the Marathon deposit as well as over the Sally deposit and the immediate surrounding area.

In 2021, a high-resolution LiDAR and aerial photography survey was carried out over the entire property. Field mapping programs were carried out at the Four Dams, Willie Lake, and Redstone prospects as well as the area immediately west of the Marathon deposit. Three trenches were completed at the Marathon deposit to better define the ore-footwall contact in areas of lower confidence.

The exploration work completed since 2021 has been focused on prospecting the exploration targets north and west of the Main Marathon deposit. No new discoveries were found with the prospecting work primarily focussed on improving understanding of the previously known targets and deposits to prioritize future work programs.

In 2024, Gen Mining engaged ALS Goldspot to initiate an artificial intelligence (AI) driven 2D prospectivity analysis using over 60 years of historical exploration data over the entire land package. This work produced 46 untested exploration targets, six of which were ranked “high” priority and 14 “moderate” priority. The high-priority targets were selected based on their similarities to other known deposits and prospects, upside size potential, and low density of surface prospecting data. These results will be used to guide surface stripping and mapping programs. Also in 2024, 1,001 A-horizon soil samples were collected over 2.5 km[2] grid west of Coubran Lake in the areas between the Geordie and Sally deposits. Several discrete multielement anomalies were highlighted that will be prospected during future field programs.

1.9 Drilling

In 2019, Gen Mining completed a 12,434.5 m exploration drilling program on the Marathon Property. The program tested several high-priority targets along a strike length of more than 25 km.

In 2020, Gen Mining completed 12 drillholes totalling 5,068 m. The drilling was focused on the Feeder Zone conduit associated with the Main Marathon deposit and the northern limb of the W-Horizon. This drilling followed the successful completion, in 2019, of drill holes M-19-537 and M-19-538 which intercepted the down-dip continuation of the Main Marathon deposit for the first time. The 2020 drilling filled a 300 m gap between the historical drilling and the 2019 drilling south of the 5,404,900N fault. Additional targets included the conductive zone west of the Marathon deposit identified in the 2020 MT survey and the down dip extension of high-grade Platinum Group Metals mineralization in the W-Horizon.

In 2021, Gen Mining completed 22 drill holes totalling 9,875.2 m, of which 11 drill holes (5,735.2 m) were completed at the Central Feeder Zone and followed up on mineralization defined as part of the 2020 drill program. An additional 11 drill holes (4,140.0 m) were completed at the Biiwobik Prospect, testing the Chonolith and Powerline West occurrences.

In 2022, Gen Mining completed 48 holes totalling 7326.9 m. The majority of the program was aimed at derisking Mineral Resources and gaining confidence in the Mineral Reserve in the North, Central and South Pits. An additional 741 m (2 drill holes) was completed to test continuity between the Main Zone and Central Feeder Zone. Finally, 125.1 m of drilling was completed as a means of extending hole M-21-551, which was drilled in 2021 but had to be abandoned due to technical issues prior to reaching its target depth.

In 2024, Gen Mining completed an aggregate 6,871 m drilling campaign at the Biiwobik and Four Dams prospects and the Sally deposit. The Biiwobik program totalled 3,447 m in 8 drill holes and was focused on

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testing the down-dip extensions and northern extent of the Powerline and Chonolith zones. The Sally deposit drill program consisted of a single drill hole totalling 954 m and was designed to target a large magnetotelluric (MT) anomaly down-dip from that deposit. The Four Dams program totalled 2,470 m in 5 drill holes and was designed to test the down-dip and eastern extension of the Four Dams prospect, including a large untested magnetotelluric target 400 m east of the main Four Dams occurrence.

1.10 Sampling Preparation and Security

The core and trench cut sampling protocol (preparation, analysis and security procedures) instituted and used by past Project operator Marathon PGM Corp. in each of their drilling and other rock sampling programs were identical to those reported in prior NI 43-101 Technical Reports on the Property.

Prior to 2011, all drill core samples were sent for preparation and analysis to Accurassay in Thunder Bay. From 2011 to present day, all drill core samples are sent for preparation to ALS Minerals in Thunder Bay and subsequent analysis at the ALS Vancouver facility.

Marathon PGM Corp. continued with a robust Quality Assurance/Quality Control (QA/QC) program that had been implemented by that company in the mid-2000s. The QA/QC program consisted of the insertion of reference materials, field blanks and duplicate pair monitoring. All data from the 2009 and 2011 drill programs were examined by P&E. Drill data prior to 2009 were previously examined by P&E and accepted for use in previous Mineral Resource estimates.

The QP reviewed the corresponding laboratory QC data for Gen Mining’s 2019-2022 drilling programs, including standards, blanks and duplicates, and does not consider that the laboratory QC data indicates issues with data accuracy, contamination or precision.

The QP consider the sampling methods from the current and past drilling programs to be satisfactory. The QP consider the data to be of good quality and acceptable for use in the current Mineral Resource estimates for the Marathon, Geordie and Sally Deposits.

1.11 Data Verification

1.11.1 Resource Data Verification

The Project was visited by Mr. David Burga, P.Geo. of P&E, an independent qualified person as defined by NI 43-101 on April 4, 2012, during which time he collected 10 verification samples from nine holes. The samples were taken by Mr. Burga to AGAT Labs in Mississauga, ON for analysis. Copper, silver and nickel were analyzed using 4-acid digest with AAS finish. Gold, platinum and palladium were analyzed using lead collection fire assay with ICP-OES finish.

A site visit to the Project was undertaken by Mr. Bruce Mackie of Bruce Mackie Geological Consulting Services (“Mackie”) on May 4, 2019. As part of the site visit, 12 verification samples from nine diamond drill holes intervals were taken by Mr. Mackie, P.Geo. and submitted to Activation Laboratories Ltd. in Thunder Bay and analyzed for Au, Ag, Pt, Pd and Cu.

For both site visits (Burga and Mackie), drill logs for the sections reviewed were found to be appropriately detailed and present a reasonable representation of geology, alteration, mineralization and structure. No discrepancies in the sample tag numbers within the core trays and the intervals quoted in the aforementioned Excel spreadsheets were noted.

Based on the results of the Investigation, the QP is of the professional opinion that the mineralized drill hole assay results and corresponding drill hole logs reported by Stillwater and Marathon PGM that were the subject of their investigations are verifiable and accurate and portray a reasonable representation of the types of mineralization encountered on the Marathon and Geordie deposits.

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Based on the review from the QP, there is good correlation between the independent verification samples and the original analyses in the Company database.

Based upon the evaluation of the QA/QC program undertaken by Gen Mining, as well as database verification carried out by the QP, it is the QP’s opinion that the data are robust and suitable for use in the Mineral Resource estimates for the Marathon, Geordie and Sally deposits.

Process QP has reviewed the metallurgical test results and the composite samples that were selected for metallurgical testing and considers it suitable for this level of study and support the process design in this report.

1.11.2 Process Data Verification

The process QP has reviewed the metallurgical test results and the composite samples that were selected for metallurgical testing and considers them suitable for this level of study and for the process design in this report.

1.12 Mineral Processing and Metallurgical Testing

Metallurgical testing and process flowsheet definition for the Marathon Project dates back to 1960. Historical testing has allowed for a thorough review of concepts and criteria to optimize process plant design and metallurgical performance. Tests included crushing, grinding, as well as batch, cycle and mini-pilot plantscale flotation testing. The focus of the 2020 metallurgical testwork programs was to initially validate then to optimize the process flowsheet and associated criteria with the priority of maximizing palladium and copper recovery.

The 2020 metallurgical testing, along with data from historical results, were used to shape and optimize the process flowsheet. The 2020 metallurgical testwork (in-lab work) was completed at SGS Canada Inc. (“SGS”) in Lakefield, Ontario spanning the period June 2020 to December 2020. Additional metallurgical testing was undertaken at SGS during 2022, including specific grinding energy testing for concentrate regrind mill sizing, and additional locked cycle testing on metallurgical drill holes completed by Gen Mining in Q2-Q3 2023 to refine GeoMet model recovery estimation for payable metals.

Determination of a predictive curve for metal recovery to a combined Cu-PGM concentrate was initially established as part of the 2020 metallurgical testing program. Metal recovery estimates as a function of head grade have been refined in more recent Q4 2022 testwork with separate recovery equations for copper, palladium, platinum, gold, and silver (Table 1-1). Based on the outcome of 2022 testwork and improved metal recovery, a previously considered PGM-scavenger circuit to reprocess the rougher tailings coarse fraction is excluded from current planning.

Table 1-1: Recovery Equations for Metal Recovery to Final Concentrate

Parameter Formula Maximum Value
%Rec Cu to Final Conc = 97.55 x (% Cu head grade)0.0239 94% Rec Cu
%Rec Pd to Final Conc = 89.14 x (g/t Pd head grade)0.0203 90% Rec Pd
%Rec Pt to Final Conc = 104.51 x(g/t Pt headgrade) 0.2034 84% Rec Pt
%Rec Au to Final Conc = 116.51 x (g/t Au head grade)0.1822 86% Rec Au
%Rec Agto Final Conc = 50.82 x(g/t Agheadgrade) 0.6090 68% Rec Ag
%Mass Pull to Final Conc = 0.625 x e(2.899 x %Cu head grade) 2.0% Mass Pull

The process plant metallurgical recovery (at the average head grade) is estimated at an average of 88.0% palladium, 93.5% copper, 75.3% platinum, 71.5% gold and 66.4% silver.

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1.13 Mineral Resource Estimate

The Mineral Resource Estimate presented herein has been prepared following the guidelines of the Canadian Securities Administrators’ NI 43-101 and Form 43-101F1 and in conformity with generally accepted “CIM Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines (2019). Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

The Mineral Resource Estimate in Table 1-2 was completed by the P&E QPs. The QPs are not aware of any known permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource Estimate.

Table 1-2: Pit Constrained Mineral Resource Estimates for the Marathon, Geordie, and Sally Deposits (Effective Date November 1, 2024)

Mineral
Resource
Classification
**Tonnage ** Pd Cu Pt Au Ag
(kt) (g/t) (koz) (%) (M lbs)
(g/t)
(koz) (g/t) (koz) (g/t) (koz)
Marathon Deposit
Measured 163,976 0.56 2,973 0.20 712 0.18 970 0.07 358 1.7 9,089
Indicated 38,055 0.39 476 0.18 153 0.13 159 0.06 71 1.6 1,896
Measured+Indicated 202,031 0.53 3,449 0.19 865 0.17 1,129 0.07 429 1.7 10,985
Inferred 2,906 0.36 34 0.16 10 0.13 12 0.06 6 1.2 112
Geordie Deposit
Indicated 17,268 0.56 312 0.35 133 0.04 20 0.05 25 2.4 1,351
Inferred 12,899 0.51 212 0.28 80 0.03 12 0.03 14 2.4 982
Sally Deposit
Indicated 24,801 0.35 278 0.17 93 0.2 160 0.07 56 0.7 567
Inferred 14,019 0.28 124 0.19 57 0.15 70 0.05 24 0.6 280
Total Project
Measured 163,976 0.56 2,973 0.20 712 0.18 970 0.07 358 1.7 9,089
Indicated 80,124 0.41 1,066 0.21 379 0.13 339 0.06 152 1.5 3,814
Measured+Indicated 244,100 0.51 4,039 0.20 1,091 0.17 1,309
0.06
510 1.6 12,903
Inferred 29,824 0.39 370 0.22 147 0.10 94 0.05 44 1.4 1,374

Notes :

  1. Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.

  2. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

  3. The Inferred Mineral Resource in this estimate has a lower level of confidence that that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

  4. The Marathon Mineral Resource is reported within a constrained pit shell at a NSR cut-off value of $13.6/t.

  5. Marathon NSR (C$/t) = (Cu % x 111.49) + (Ag g/t x 0.73) + (Au g/t x 80.18) + (Pd g/t x 56.02) +(Pt g/t x 36.49) – 2.66.

  6. The Marathon Mineral Resource Estimate was based on metal prices of US$1,550/oz Pd, US$4.250/lb Cu, US$1,100/oz Pt, US$2,300/oz Au and US$27/oz Ag, and a CAD:USD exchange rate of C$1.35 to US$1.00.

  7. The Sally and Geordie Mineral Resources are reported within a constraining pit shell at a NSR cut-off value of $13/t.

  8. Sally and Geordie NSR (C$/t) = (Ag g/t x 0.48) + (Au g/t x 42.14) + (Cu % x 73.27) + (Pd g/t x 50.50) + (Pt g/t x 25.07) – 2.62. 9. The Sally and Geordie Mineral Resource estimate was based on metal prices of US$1,600/oz Pd, US$3.00/lb Cu, US$900/oz Pt, US$1,500/oz Au and US$18/oz Ag, and an exchange rate of 1.30 C$:1.00 US$.

  9. Contained metal totals may differ due to rounding.

22

1.13.1 Mineral Resource Estimate – Marathon Deposit

Mineral Resources for the Marathon deposit reported herein have been constrained within an optimized pit shell. The results within the constraining pit shell are used solely for the purpose of reporting Mineral Resources and include Measured, Indicated and Inferred Mineral Resources. Pit-Constrained Mineral Resources are reported using a NSR cut-off value of $13.6 /t. Wireframe modeling utilized Seequent Leapfrog Geo[TM] software. Mineral Resource estimation was carried out using Datamine Studio RM software. Variography was carried out using Snowden Supervisor[TM] . Pit optimization was carried out using Whittle.

The modeled Marathon mineralization domains extend along a corridor 2,000 m wide and 3,500 m in length. An orthogonal block model was established with the block model limits selected so as to cover the extent of the mineralized structures, the proposed open pit design, and to reflect the general nature of the mineralized domains. The block model consists of separate variables for estimated grades, rock codes, percent, bulk density and classification attributes. A sub-celled block model was used to accurately represent the volume and tonnage contained within the constraining mineralized domains. The block size used in the estimate is 5 m (easting), 10 m (northing), 5 m (elevation) with no rotation assumed.

The Mineral Resource estimate was constrained by mineralization domains that form hard boundaries between the respective composite samples. Block grades were estimated in a single pass with Inverse Distance Cubed (ID3) interpolation using a minimum of four and a maximum of 12 composites with a maximum of three samples per drill hole. Composited samples were selected within a 200 m x 200 m x 50 m diameter search envelope oriented to the dip and dip direction of the mineralization. The Datamine Dynamic Anisotropy method was used to estimate dip and dip direction values for each block. This has allowed the search ellipse to be optimized to the dip and dip direction of the mineralization. For each grade element, an uncapped Nearest Neighbor model was also generated using the same search parameters. An NSR block model was subsequently calculated from the estimated block grades.

Blocks were classified algorithmically based on the local drill hole spacing within each domain. All blocks within 70 m of four or more drill holes were classified as Measured and blocks within 120 m of three or more drill holes were classified as Indicated. All additional estimated blocks were classified as Inferred.

The QPs consider that the information available for the Marathon deposit is reliable, demonstrates consistent geological and grade continuity, and satisfies the requirements for a Mineral Resource estimate.

1.13.2 Mineral Resource Estimate – Geordie and Sally Deposits

Mineral Resource estimates were generated by the P&E QPs for the Geordie and Sally deposits. The methodologies to create the block models were similar to those used for the Marathon deposit. The GEOVIA GEMS™ V6.8.2 database was used for the Geordie and Sally deposits Mineral Resource estimates.

1.14 Mineral Reserve Estimate – Marathon Deposit

Proven and Probable Mineral Reserves are modified from Measured and Indicated Mineral Resources. Inferred Mineral Resources are set to waste.

The Marathon deposit is amenable to open pit mining practices. Mineral Reserves are based on the 2024 Feasibility Study Update mine plan for Marathon. The open pit is based on the results of Pseudoflow sensitivity analysis and then designed into detailed pit phases for production scheduling purposes. Run-ofmine process plant feed estimates are based on 5 m x 10 m x 5 m SMU (selective mining unit) block sizes, with further block to block edge dilution and recovery factors considered.

Mineral Reserves are reported at the point of delivery to the primary crusher using the 2014 CIM Definition Standards, and have an effective date of November 1, 2024. The Qualified Person for the estimate is Mr.

23

Marc Schulte, P.Eng., a member of MMTS.

Proven and Probable Mineral Reserves are summarized in Table 1-3.

Table 1-3: Marathon Project Open Pit Mineral Reserve Estimates

Mineral Reserves Tonnag
Pd Cu Pt Au Ag
e
Mt g/t koz % Mlbs g/t koz g/t koz g/t koz
Proven 115.5 0.66 2,434 0.22 549 0.20 754 0.07 264 1.7 6,242
Probable 12.7 0.47 193 0.20 56 0.15 61 0.06 26 1.6 635
Total Proven &
Probable
128.3 0.64 2,627 0.21 605 0.20 815 0.07 291 1. 7 6,877

Notes:

  1. The Mineral Reserves Estimate were prepared by Marc Schulte, P.Eng., who is also an independent Qualified Person, reported using the 2014 CIM Definition Standards, and have an effective date of November 1, 2024.

  2. Mineral Reserves are a subset of the Measured and Indicated Mineral Resources Estimate that has an effective date of November 1, 2024. Inferred class Mineral Resources are treated as waste.

  3. Mineral Reserves are based on the 2024 Marathon Project Feasibility Study Update mine plan.

  4. Mineral Reserves are mined tonnes and grade; the reference point is the process plant feed at the primary crusher. Process plant feed tonnes and grade include consideration of mining operational dilution and recovery.

  5. Mineral Reserves are reported at a cutoff grade of $16/t NSR. The NSR cut-off assumes Pd Price of US$1,525/oz, Cu price of US$4.00/lb, Pt Price of US$950/oz, Au price of US$2,000/oz, Ag price of US$24/oz, at an exchange rate of 0.74 US dollar per 1.00 Canadian dollar; payable percentages of 95% for Pd, 96.5% for Cu, 93% for Pt, 93.5% for Au, 93.5% for Ag; refining charges of US$24.5/oz for Pd, US$0.079/lb for Cu, US$24.5/oz for Pt, US$0.50/oz for Ag; minimum deductions of 2.875 g/t for Pd, 1.1% for Cu, 2.875 g/t for Pt, 1.0 g/t for Au, 30.0 g/t for Ag; treatment charges of US$79/t and transport and off-site costs of US$125/t concentrates, concentrate ratio of 90.9%; metallurgical recoveries are based on variable grade dependent metallurgical recovery curves (See Section 13).

  6. The NSR cut-off grade covers processing costs of $8.27/t, general and administrative (G&A) costs of $2.63/t, sustaining and closure costs of $3.13/t, ore mining differential costs of $0.57/t, and stockpile rehandle costs of $1.40/t.

  7. Numbers have been rounded, which may result in summation differences.

Changes in the following factors and assumptions may affect the Mineral Reserve Estimate: metal prices and foreign exchange rates; interpretations of mineralization geometry and continuity of mineralization zones; geotechnical and hydrogeological assumptions; changes to pit designs from those currently envisaged; ability of the mining operation to meet the annual production rate; changes to operating and capital cost assumptions; mining and process plant recoveries; and the ability to meet and maintain permitting and environmental license conditions and the ability to maintain the social license to operate.

1.15 Mining Methods

Mining is based on conventional open pit methods suited for the deposit location and local site requirements. Open pit operations will commence 24 months prior to process plant start-up and are anticipated to run for 13 years.

The economic pit limits are determined using the Pseudoflow implementation of the Lerchs-Grossman algorithm. Ultimate pit limits are split up into phases or pushbacks to target higher economic margin material earlier in the mine life; four phases in the northern portion of the deposit, one phase in the central part of the deposit, and two phases in the southern part of the deposit.

The production is planned on 10 m bench heights in both ore and waste, with the ability to flitch mine on 5 m intervals in ore, should grade control require it. Pit designs carry a double benching configuration, with 20 m between berms. Geotechnical analysis has defined several unique pit configuration zones based on the encountered ground properties within those zones. Bench face angles ranging from 65 to 75 degrees and inter-ramp angles ranging from 48 to 55 degrees.

Process plant feed targets are 10.1 Mt/a, with a ramp-up period assumed over the first 2 years of process

24

plant operations. Run-of-mine ore from the pits will be sent to a primary crusher to the southwest, within 2 km of the pit rim, or stored within an ore stockpile directly northeast of the crusher. Waste rock will be deposited into waste rock storage facilities (MRSA) directly adjacent to the pits, backfilled into mined out pits, or used as rockfill to construct a tailing’s dam 3 km to 4 km southwest of the pit rim. Estimated PAG waste rock will be stored sub-aqueously within the tailings facility, or backfilled into mined out pits.

Cut-off grade optimization has been carried out on the mine production schedule. The bottom cut-off grade for the process plant feed is dynamically altered in each scheduled period, based on the process plant throughput target and the availability of ore in the open pit. Quantities of mined lower grade ore, exceeding the annual process plant feed target, are stockpiled for processing later in the mine life, preferentially treating higher grade ores earlier in the mine life. The stockpiled ore is planned to be re-handled back to the crusher during the mine life.

Figure 1-5 summarizes the proposed ore and waste schedule for the 2024 Feasibility Study Update Mine Plan. Owner-managed mining and fleet maintenance operations are planned for 365 days per year, with two 12-hour shifts per day. An allowance of five days of no mine production has been built into the mine schedule to allow for adverse weather conditions.

The mining fleet will include diesel-powered rotary drills with 229 mm bit size for bulk production drilling and down-the-hole (DTH) drills with 160 mm bit size for highwall drilling; 29 m3 bucket-sized hydraulic shovels and 20 m3 bucket-sized wheel loaders for bulk production loading and 4.5 m3 bucket-sized diesel hydraulic excavators for ore and grade control production loading; 246 and 92 t payload rigid-frame haul trucks for production hauling; plus ancillary and service equipment to support the mining operations. In-pit and perimeter dewatering systems will be established for each pit. All surface water and precipitation encountered in the pits will be directed out of the pits and into ex-pit settling ponds by ditching, in pit sumps, and diesel-driven pumps.

The initial mine equipment fleet is assumed to be paid back through a lease arrangement with the suppliers. All expansion and replacements to the fleet are planned as traditional capital purchases in the period they are required. Maintenance on mine equipment will be performed in the field with major repairs to mobile equipment conducted in the workshops located near the plant facilities, within 3 km of the pit rim.

Annual mine operating costs per tonne mined are estimated to range from $2.76 to $5.12/t with a life-ofmine average (LOM) of $3.49/t mined. Mine operations will include production drilling, blasting, loading, hauling, ore control, and pit, haul road, and waste pile maintenance functions. Mobile equipment maintenance operations and mine technical services will also be managed by the Owner and are included in the estimated mining costs.

Figure 1-5: Mine Production Schedule

==> picture [433 x 174] intentionally omitted <==

Source: MMTS (2025).

1.16 Recovery Methods

25

The Marathon Project process design is based on 2020-2023 metallurgical test programs and operational design criteria focused on the recovery of platinum group metals and copper. The process plant flowsheet includes a conventional comminution circuit consisting of a SAG mill, followed by a ball mill (an “SAB” circuit). A pebble crusher is added following the initial capital phase and is assumed to be required to achieve the ultimate plant throughput at 10.1 Mt/a.

After the comminution circuit, the flowsheet (Figure 1-6) includes a flotation circuit, followed by concentrate dewatering and tailings impoundment. Cu-PGM flotation includes a rougher flotation circuit followed by regrinding rougher concentrate and a three-stage cleaner circuit.

The processing plant will produce a Cu-PGM concentrate for shipment off site.

- Figure 1 6: Optimized Process Flowsheet

==> picture [435 x 284] intentionally omitted <==

==> picture [132 x 10] intentionally omitted <==

----- Start of picture text -----

1.17 Project Infrastructure
----- End of picture text -----

1.17.1 Regional Infrastructure and Project Design

The existing regional infrastructure provides the Project with a number of logistical opportunities for project execution and operations including the availability and movement of personnel, materials, equipment and consumables to site, and the transport of Cu-PGM concentrate by rail or highway to third party smelters.

Project design for the Feasibility Study update has considered access roads, processing facilities, workshops, warehouse, administrative buildings, water treatment, explosive plant, communication systems, power and power transmission lines, water management and environmental controls. Off-site infrastructure (including transload concentrate facility, assay lab and accommodation units) to support the Project and operation have been included.

1.17.2 Tailings Storage Facility

The Tailings Storage Facility (TSF) and associated water management facilities have been designed to

26

meet the requirements of the Lakes and River Improvement Act (LRIA) Ministry of Natural Resources and Forestry (MNRF, 2017) and the Canadian Dam Association guidelines (CDA, 2021). The TSF is located west of the processing plant and generally south-west of the open pits.

The TSF design methodology includes for perimeter embankments being raised using downstream construction with run-of-mine rockfill (Figure 1-7). The embankment will be founded directly on bedrock. The majority of TSF area provide for robust foundation conditions primarily consisting of exposed bedrock. A thin intermittent layer of glacial drift (sand and gravels) is present within localized areas. The upstream transition and filter zones are graded to the tailings and a high-density polyethylene geomembrane is included on embankment face to minimize seepage. The embankments will be raised in stages through the life of mine to provide the required storage capacity for tailings and temporary water management. The embankment stability exceeds the factor of safety requirements outlined in LRIA and CDA guidelines for all stages of mine life (construction, operation and closure).

The TSF arrangement includes two storage cells. Cell 1 and Cell 2A will provide storage for the initial production years; Cell 2A and 2B will provide storage for the remaining production years. Potentially acid generating (PAG” or Type 2) material will be stored in Cell 2A (designed to ensure PAG material is saturated for closure conditions and in perpetuity).

The TSF will provide permanent, secure confinement for approximately 120 Mt of tailings material and 30 Mt of PAG mine rock. The available storage capacity within the TSF has been aligned with production profile requirements for the life of mine.

Figure 1-7: TSF Typical Design Section

==> picture [474 x 147] intentionally omitted <==

Source: KP (2023).

The water management facilities (Figure 1-8) associated with the TSF include a Water Management Pond and a Stormwater Management Pond. The Water Management Pond is located east of Cell 1 and will be the source of plant operating water, manage contact water from the site and allow for seasonal discharge to Hare Lake as required. An additional collection basin, the East Access Road Collection Basin (EARCB) is planned east of the plant site and below the main site access road. Together, the Stormwater Management Pond and East Access Road Collection Basin will manage contact water from the plant area.

27

Figure 1-8: General Arrangement of Site, TSF and Water Management system

==> picture [486 x 211] intentionally omitted <==

==> picture [486 x 107] intentionally omitted <==

1.18 Market Studies and Contracts

1.18.1 Metal Price Data

The information in Table 1-4 outlines the considerations used for determining the metal price assumptions for the economic analysis.

Table 1-4: Commodity Prices and Exchange Rates

Metal Price
Palladium (oz) $1,525
Copper (lb) $4.00
Gold (oz) $2,000
Platinum (oz) $950
Silver (oz) $24.00
CAD:USD Foreign Exchange Rate 1.35

Note: As of November 1, 2024 the 3-year averages are as follows: Palladium - US$1,523/oz, Copper at U$4.02/lb, Platinum at US$964/oz, Gold at US$1,995/oz and Silver at US$24.02/oz. Project economic sensitivities to changes in metal prices are evaluated in Section 22 of the Technical Report. Numbers have been rounded for simplicity. Source: Factset, 2024.

1.18.2 Concentrate Sale

Gen Mining has run a competitive tender process with multi-metallic international smelters that are capable of recovering PGMs. Firm term sheets have been received from domestic and international smelters with

28

competitive treatment charges, refining charges (TC/RC) and payability terms, reflecting the high value per tonne and potential for higher margins than traditional clean copper concentrates.

Final payment terms will be based on prevailing metal prices from the London Metals Exchange (copper) and the London Bullion Market Association (palladium, platinum, gold and silver), subject to payabilities and minimum deductions. The economic model assumes an average of TC/RCs and payability terms between smelters where the product is envisioned to be sold. A summary of the payment terms and costs is presented in Table 1-5 and Table 1-6.

Table 1-5: Payable Metals in Concentrates

Payable Element Approximate Net Payable Rates(%) Minimum Deductions
Palladium 95.0 2.6g/t
Copper 96.5 1.1%
Gold 75.0 1.0g/t
Platinum 77.0 2.6 g/t
Silver 75.0 30g/t

Table 1-6: Treatment and Refining Charges

Element **Treatment Charge ** **Refining Charge **
Palladium - US$24.50/oz
Copper US$79.00/dmt US$0.079/lb
Gold - US$5.00/oz
Platinum - US$24.50/oz
Silver - US$0.50/oz

1.19 Environmental Studies, Permits, and Social or Community Impacts

1.19.1 Permitting

The Environmental Assessment for the Project was approved on November 30, 2022 in accordance with the Canadian Environmental Assessment Act (CEAA, 2012) and Ontario’s Environmental Assessment Act through a Joint Review Panel pursuant to the Canada-Ontario Agreement on Environmental Assessment Cooperation (2004).

As of the effective date of this Technical Report, the Project is in the process of obtaining various federal, provincial and municipal permits, approvals and licences required to construct and operate the Project.

A total of 16 Indigenous groups were identified by the Crown (Canada and Ontario) as having a potential interest in the Project. Of the 16 Indigenous groups, seven groups indicated that they were interested in participating in consultation processes related to the Project. The seven groups are Biigtigong Nishnaabeg First Nation, Pays Plat First Nation, Michipicoten First Nation, Ginoogaming First Nation, Superior North Shore Métis – MNO, Jackfish Métis – Ontario Coalition of Indigenous Peoples and Red Sky Métis Independent Nation.

1.19.2 Communities Proximal to the Project

The Project is situated within the geographic territory of the Robinson Superior Treaty area. It is also within lands claimed by Biigtigong Nishnaabeg First Nation, as it asserted exclusive Aboriginal Title. In November 2022, a Community Benefits Agreement was completed between Biigtigong Nishnaabeg First Nation and the Company for the development and operation of the Project.

The Town of Marathon is the closest population centre to the Project site. The town has a population of

29

approximately 3,200 and is located about 10 km to the south of the site. The site lies partially within the municipal boundaries of the Town of Marathon, as well as partially within the unorganized townships of Pic, O’Neil and McCoy.

1.20 Capital and Operating Costs

1.20.1 Capital and Operating Cost Summaries

The summary of the Project’s capital and operating costs are presented in Table 1-7 and Table 1-8.

Table 1-7: Capital Costs

Capital Costs Units Value
Initial Capital1,2 $M 992
Pre-Production Revenue $M (184)
Initial Capital (Adjusted)1 $M 809
Life-of-Mine Sustaining Capital $M 565
Total Capital Cost (Adjusted) $M 1,374
Closure Costs $M 72

Note:

  1. Refer to Non-IFRS Measures.

  2. Lease drawdowns net of lease payment during the construction and pre-production periods.

Table 1-8: Operating Costs

Category Total Costs Unit Cost 1
($M) ($/t processed)
Mining 1,626 12.93
Processing 1,077 8.57
G&A 329 2.62
Concentrate Transport Costs 247 1.96
Treatment & Refining Charges 299 2.38
Royalties 12 0.10
Total Operating Cost 3,590 28.56

Note:

  1. Refer to Non-IFRS Measures.

30

1.20.2 All-In Sustaining Cost Summary

The AISC, which includes closure, reclamation and sustaining capital costs but excludes the impact of the Wheaton PMPA is, presented in Table 1-9 and averages US$781/oz PdEq or US$2.05/lb CuEq over the LOM.

Table 1-9: AISC Cost Summary

Category Total Costs($M)
Total Operating Cost 3,590
Closure & Reclamation 72
Sustaining Capital 565
All-in Sustaining Cost(AISC) 4,228
All-in Sustaining Cost (AISC)1 US$781/oz PdEq
All-in Sustaining Cost(AISC)1 US$2.05/lb CuEq

Note :[1] Refer to Non-IFRS Measures for details on PdEq and CuEq calculation.

1.21 Economic Analysis

The economic analysis is carried out in nominal terms (i.e., without inflation factors) as of the effective date of the Technical Report and in Canadian dollars without any project financing but inclusive of the Wheaton PMPA, equipment financing and costs for closure bonding.

The economic results are calculated as of the beginning of Q1 Year -3, which corresponds to the start of the pre-production initial capital phase (over 13 quarters), including engineering and procurement, with all prior costs treated as sunk costs but considered for the purposes of taxation calculations.

Key results and assumptions used in the Feasibility Study are summarized in Table 1-10 and Table 1-11.

Table 1-10: Key Economic Input Assumptions

Price Assumptions Units Value
Palladium US$/oz 1,525
Copper US$/lb 4.00
Platinum US$/oz 950
Gold US$/oz 2,000
Silver US$/oz 24.00
Exchange Rate CAD/USD 1.35
Diesel Fuel $/L 1.10
Electricity $/kWh 0.07

Note: Commodities listed in order of revenues.

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Table 1-11: Economic Analysis

Economic Analysis Units Value
Pre-Tax Undiscounted Cash Flow $M 3,009
Pre-Tax NPV6% $M 1,660
Pre-Tax IRR % 35.1
Pre-Tax Payback years 1.7
After-Tax Undiscounted Cash Flow $M 2,031
After-Tax NPV6% $M 1,070
After-Tax IRR % 27.6
After-Tax Payback years 1.9

- 1.21.1 Project Cash Flow (After Tax)

A summary of the life-of-mine cash flow is presented in Figure 1-9.

Figure 1-9: Project Cash Flow (After-Tax)

==> picture [469 x 149] intentionally omitted <==

1.21.2 Sensitivities

The project has significant leverage to palladium and copper prices. The after-tax valuation sensitivities for the key metrics are shown in Table 1-12.

Table 1-12: Economic Sensitivity Tables

After-Tax NPV 6%
Results
After-Tax NPV 6%
Results
Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz)
800 1,000 1,250 1,500 1,525 1,750 2,000 2,200
Copper
Price
Sensitivity
(US$/lb)
2.50 -291 -9 308 612 643 916 1,214 1,466
3.00 -120 145 452 758 788 1,057 1,368 1,606
3.50 41 296 598 899 929 1,211 1,509 1,746
4.00 194 438 741 1,040 1,070 1,352 1,649 1,886
4.50 337 582 883 1,195 1,225 1,492 1,788 2,023
5.00 484 723 1,023 1,335 1,365 1,632 1,927 2,165
5.50 625 866 1,178 1,475 1,505 1,771 2,067 2,306

32

After-Tax IRR
Results
After-Tax IRR
Results
After-Tax IRR
Results
Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz) Palladium Price Sensitivity (US$/oz)
800 1,000 1,250 1,500 1,525 1,750 2,000 2,200
2.50 0.0% 5.7% 13.5%
19.9%
20.5% 25.5% 30.7% 34.5%
Copper
Price
Sensitivit
3.00 2.8% 9.6% 16.4%
22.4%
23.0% 27.8% 32.7% 36.4%
3.50 7.0% 12.9% 19.2%
24.8%
25.4% 30.0% 34.7% 38.3%
4.00 10.5% 15.8% 21.7%
27.1%
27.6% 32.1% 36.6% 40.1%
y
(US$/lb)
4.50 13.6% 18.5% 24.1%
29.3%
29.8% 34.1% 38.5% 41.9%
5.00 16.4% 21.0% 26.4%
31.4%
31.9% 36.0% 40.3% 43.6%
5.50 19.0% 23.5% 28.6%
33.4%
33.8% 37.8% 42.1% 45.3%
After-Tax Results Operating Cost Sensitivity
+30% +15% 0% -15% -30%
NPV 6% ($M) 669 871 1,070 1,282 1,479
Payback (y) 2.3 2.1 1.9 1.8 1.6
IRR (%) 21.2% 24.6% 27.6% 30.5% 33.1%
After-Tax Results Capital Cost Sensitivity
+30% +15% 0% -15% -30%
NPV 6% ($M) 860 966 1,070 1,173 1,277
Payback (y) 3.0 2.3 1.9 1.5 1.2
IRR (%) 19.6% 23.1% 27.6% 33.8% 42.7%
Discount Rate
Sensitivity
NPV (After-Tax)
($M)
Foreign Exchange Rate
CAD:USD
NPV (After-Tax)
($M)
0% 2,031 1.25 840
5% 1,191 1.30 955
6% 1,070 1.35 1,070
8% 862 1.40 1,199
10% 691 1.45 1,313
NPV (After-Tax)
($M)
1,097
1,083
1,070
1,056
1,043
1,030
Fuel Price
Sensitivity
NPV (After-Tax)
($M)
Power Price Sensitivity
($/kWh)
NPV (After-Tax)
($M)
0.90 1,097 0.05 1,124
1.00 1,083 0.06 1,090
1.10 1,070 0.07 1,070
1.17 1,056 0.08 1,050
1.30 1,043 0.09 1,030
1.40 1,030 0.10 1,010
1.22
Execution Plan

The Project execution strategy is currently anticipated to employ an integrated Engineering Procurement and Construction Management and Commissioning team, which has formed the basis of the construction cost estimate. Engineering and procurement is expected to be performed by various contractors given responsibility for specific areas and scope. Throughout the execution and commissioning phases, the Project management team will consist of employees of the Company and consulting firms with experience in implementing similar sized projects. The Project construction period is estimated at 24 months. Estimated construction labour is to average approximately 520 full-time equivalents over the construction period and a peak of approximately 800 full-time equivalent contractors and employees on the Project.

The Project team will manage and execute the engineering, procurement, and construction, provide Project control, staff for start-up and operation, and commission both the mine and process areas. In parallel to construction, an Operational Readiness Plan will be developed. This plan will establish all of the critical operating systems and operating procedures to allow for efficient start-up and ramp-up to commercial production.

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1.23 Risks and Opportunities

Table 1-13 outlines the significant risks and uncertainties that could reasonably be expected to affect the reliability of confidence in the projected economic outcome for the Feasibility Study update. Table 1-14 outlines the significant opportunities that could reasonably be expected to have a positive impact on improving the Project economics in the future.

Table 1-13: Risks

Risk Category Description Potential Impact1
Mineral
Resource
Estimate
Until the operation commences, and operational
grade reconciliation is undertaken, there is some
level of uncertainty related to the predictability of
the mineral resource estimate.


Reduction
in
mineral
resources
available
for
conversion
to
mineral
reserves.
Environment
Assessment
Conditions and
Permitting
There is uncertainty associated with the precise
timing for the approval of permits required to build
and operate the project as designed and there are
EA conditions which are required to be completed
prior to construction commencing.

A delay to the start date for
project construction.
A delay to the start of
operations
or
future
operations continuity.
Project
Financing
There is uncertainty with Gen Mining securing
timely and/or adequate project financing.

Delay (short-term or long-
term) in the start date of the
project.
Construction
Costs
Construction costs are based on the current
designs;
final
designs
and
construction
methodology may change.

Increased construction costs.
Operating Costs Operating efficiency, operating time, productivity,
and consumables are assumed based on
provisional budgetary quotations along with similar
benchmark operations; any reduction in operating
efficiency or increased consumables will increase
operating costs.
Increased operating costs.
Processing Plant
Metallurgical
Recovery
The plant metallurgical recovery models are based
on laboratory scale testing. Actual metallurgical
recovery and mass pull of the operating plant may
be different to the predicted model.

Variability in payable metal or
increase in plant operating
costs.
Labour and
Skilled
Resources
There is a national and international shortage of
unskilled, skilled, and technical expertise in
mining.

Increased labour costs.
Increase in remote employees
with an increase in camp
requirements.
Metal Prices and
Exchange Rates
For each payable element and the exchange rate,
the economic assumptions are sensitive (both
positively and negatively impacted) by metal prices
and changes in CAD/USD exchange rates.


Variability in economic results
with changing metal prices.
Strengthening
of
the
Canadian dollar against the
US
dollar
will
negatively
impact economic results.
US/Canadian
Tariffs
The impact of US/Canadian tariffs could impact
some of the supply cost where international
alternatives are not available.

Increase in construction cost

Note:[1] This is not intended to outline all potential impacts, simply the impacts that could reasonably be expected to occur in the event the risk item results in an impact.

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Table 1-14: Opportunities

Opportunity Description Potential Impact1
Mineral Resource
Estimate

Unrealized
local
variability
due
to
grade
interpolation smoothing may lead to opportunities to
extract somewhat more metal from fewer tonnes.


Higher value per tonne of ore.
Plant Throughput Metallurgical tests in 2022 indicated variability in
material hardness; the process design criteria have
allowed for the higher-than-average material
hardness.



Decreased material hardness
would support an increase in
throughput,
de-risking
the
production profile, and an
opportunity to advance metal
production and cash flow.
Exploration
Success on the
Property

With the conversion of the property resources to
reserves or new exploration success, would be
expected to increase material feed to the plant and
increase either mine life beyond the 13 years or
allow for increased throughput over the same
operating life.





Increased
reserves
would
increase
production
which
would imply increased value
and cash flow.
Increased mine life would
extend
employment
opportunities and increase
operating cash flow.
Trolley Assist or
the
‘Next
Generation’
Powered Mining
Fleet



The concept of trolley assist was evaluated with
equipment suppliers / dealers but was not included
in the base case operating design.
Trolley assist would conceptually increase up-ramp
truck speed and allow for additional tonnage (with a
reduced cycle time) or reduce capital requirements.
Mining fleet manufactures are testing battery and
fuel cell mining equipment with viable options being
marketed within the life of mine of the operation.







Improved operating efficiency
and lower mine operating
costs.
Reduction in the generation of
GHG
from
operations
(reduced diesel consumption).
Automation of the
Mining Fleet

With the truck fleet being relatively small,
autonomous haulage is not expected to be viable;
however, the automation of drills and dozers would
improve operating efficiency or reduce operating
costs.




Reduced operating costs on a
dollar-per-tonne basis.
Government
Support
of
Critical
Mineral
Production


The governments of Canada and Ontario have
been supportive of critical mineral industries. There
is the possibility of bespoke programs and financial
support that would add to the project financing.



Additional
bespoke
government funding or tax
credits schemes that would
support the Project Financing.
Contract Mining Contract mining could be considered during the
construction period and into the initial years of
operations. This would reduce the initial capital
costs for equipment.



Reduction
in
equipment
purchase and leasing costs

Note:[1] This is not intended to outline all potential benefits but those that could reasonably be expected to occur or possibly realized.

1.24 Conclusions and Interpretations

The completion of this Feasibility Study update has confirmed the technical and economic viability of the Marathon Project based on an open pit mining operation with an average mining rate of approximately 40 Mt/a and an SABC/flotation plant operating at up to 10.1 Mt/a.

1.25 Recommendations

A summary of the main recommendations for the next phase are provided below. A comprehensive list of recommendations can be found in Section 26.

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  • Under the inputs assumed in the financial modeling and given the positive results, it is recommended to progress to the next phase of project development including project financing, advancing required permits to allow for the property to be developed through construction and into production.

  • The total cost of the next phase of the project up to commercial production is estimated at $992 million including fleet leasing but excluding pre-production revenue.

  • Continue to progress detailed engineering for the process plant and associated site infrastructure upon receiving suitable financing to proceed.

  • Advance on the EA conditions as outlined by the federal and provincial agencies per the positive EA decision report and progress the permitting activities to allow for construction to start as soon as financing is available.

  • Continue with implementation of an Independent Tailing Review Panel for the oversight during the tailing storage facility life cycle.

  • Investigate opportunities related to the Canadian and Ontario critical mineral strategies for project financing or tax credit schemes.

  • Execute off-take agreements with smelters.

Business Objectives

The primary business objective of the Company is to advance development, permitting and construction of the Marathon Project. The Company is also engaged in exploration on the Marathon Property and intends to assess on an ongoing basis further exploration opportunities.

Milestones

The most significant events or milestones that must occur for the near-term business objectives of the Company to be accomplished include:

  • obtain the last material permit needed to commence construction;

  • advance project financing required to develop and construct the Marathon Project; and a

  • subject to receiving the requisite permits, project financing, and formal Board approval, commence construction of the Marathon Project.

While the Company believes that it has the skills and resources necessary to accomplish its stated business objectives, participation in the exploration for and development of mineral properties has a number of inherent risks. See the risk factors described under “Risks Factors” below for additional information.

RISK FACTORS

The operations of the Company are speculative due to the high-risk nature of its business, which is the acquisition, financing, exploration and development of mining properties. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Accordingly, any investment in securities of the Company is speculative and investors should not invest in securities of the Company unless they can afford to lose their entire investment.

The Company assesses and attempts to minimize the effects of these risks through careful management and planning of its operations and hiring qualified personnel, but is subject to a number of limitations in managing risk resulting from its early stage of development. Below is a non-exhaustive summary of the principal risks and related uncertainties that may impact the Company. Such risk factors, as well as additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial, could have a material adverse effect on the Company’s business, financial condition and results of operations or the trading price of the Common Shares.

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The Company Depends on Financing to Fund its Operations and Business Activities

The Company has no history of earnings, has earned no revenue since commencing operations and has no source of operating cash flow. To date, the company has raised equity and stream financing to fund its operations, including its exploration and development activities. Although the Company has been successful to date in financing its activities through the sale of equity securities and the Wheaton PMPA, there can be no assurance that it will be able to obtain sufficient financing in the future to sustain its operations or progress the exploration and development of its properties, particularly the Marathon Property. Furthermore, even if the Company’s exploration programs are successful additional financing will be required to continue the development and construction of the Marathon Project. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the commercial terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Marathon Project, the Marathon Property or other mineral properties, with the possible loss of such properties. It could also result in the Company being unable to satisfy contractual commitments, lease payments, work commitments, rental payments, option payments, and other legal obligations, if any, which could result in a loss of assets. property ownership or earning opportunities for the Company.

Negative Operating Cash Flow

To date the Company has recorded no operating cash flow and the Company has not commenced development or commercial production on any property. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years as consultants, personnel and equipment are retained associated with advancing exploration, development and commercial production of the Company’s properties. The Company expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company’s properties will require the commitment of substantial resources to conduct time-consuming exploration and development. There can be no assurance that the Company will ever generate positive operating cash flow or achieve profitability.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company has not generated revenue or cash flow from the Marathon Property. As a result of the Company’s negative cash flow, the Company continues to rely on the issuance of securities or other sources of financing to generate the funds required to develop the Marathon Project and for corporate expenditures. During the fiscal year ended December 31, 2025, the Company had negative cash flow from operating activities and may continue to have negative cash flow from operating activities into the future as the Company continues its exploration and development of the Marathon Project. If the Company is unable to maintain sufficient liquidity to fund its liabilities as they come due, the Company could trigger the default provisions of the Wheaton PMPA, which is secured by the Company’s assets. In the event the Company is unable to cure any defaults or otherwise reach a compromise agreement with Wheaton, this could result in the loss of assets, including the Marathon Project.

Uncertainty in the Estimation of Mineral Reserves and Mineral Resources

To ensure the continued operation of the business it is important that the Company realizes its existing identified mineral reserves, convert mineral resources into mineral reserves, increase its mineral resource base by adding new mineral resources from areas of identified mineralized potential, and/or undertake successful exploration or acquire new mineral resources. The figures for mineral reserves and mineral resources contained herein are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves will be mined or processed profitably. Actual mineral reserves may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may differ from estimated levels. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many

37

factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretations available at the time. Short-term operating factors relating to the mineral reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that recoveries in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production. Lower market prices, increased production costs, reduced recovery rates and other factors may result in a revision of its mineral reserve estimates from time to time or may render the Company’s mineral reserves uneconomic to exploit. Mineral reserve data is not indicative of future results of operations. If the Company’s actual mineral reserves and mineral resources are less than current estimates or if the Company fails to develop its mineral resource base through the realization of identified mineralized potential, its results of operations or financial condition may be materially and adversely affected. Evaluation of mineral reserves and mineral resources occurs from time to time and estimates may change depending on further geological interpretation, drilling results and metal prices, which could have a negative effect on the Company’s operations. The category of inferred mineral resource is often the least reliable mineral resource category and is subject to the most variability. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to proven mineral reserves and probable mineral reserves as a result of continued exploration. The Company regularly evaluates its mineral resources and it often determines the merits of increasing the reliability of its overall mineral resources.

Feasibility Studies and Preliminary Economic Assessments

Feasibility studies are used to assess the economic viability of a deposit, and preliminary economic assessments are used to assess the potential economic viability of a deposit. While the studies are based on the best information available to the Company, actual costs may significantly exceed estimated costs and economic returns may differ significantly from those estimated in the studies. There are many factors involved in the determination of the economic viability of a mineral deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future metal prices. The Marathon Property has no operating history upon which to base estimates of future production and cash operating costs. Any of the following events, among others, could affect the profitability or economic feasibility of the Marathon Property: unanticipated changes in grade and tonnes of ore to be mined and processed, unanticipated adverse geological conditions, unanticipated metallurgical recovery problems, incorrect data on which engineering assumptions are made, availability of labour, costs of processing and refining facilities, availability of economic sources of power, adequacy of water supply, adequate access to the site, unanticipated transportation costs, government regulations (including regulations with respect to the environment, prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, etc.), fluctuations in metal prices, accidents, labour actions and force majeure events.

Exploration and Development

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the Company’s control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital. The Marathon Property is in the development stage. Development of the Marathon Property and/or any other of the Company’s properties is contingent upon obtaining satisfactory exploration results. Mineral exploration and development involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be

38

able to adequately mitigate. There is no assurance that commercial quantities of ore will be discovered on the Company’s exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production. The discovery of mineral deposits is dependent upon a number of factors not the least of which is the technical skill of the exploration personnel involved. The commercial viability of a deposit, once discovered, is also dependent upon a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, mineral prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, assuming discovery of a commercial ore body, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Most of the above factors are beyond the control of the Company. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company's operations will, in part, be directly related to the cost and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations, or that funds required for development can be obtained on a timely basis.

Construction of New Mining Operations

The Marathon Project has no prior operating history. Whether revenue will ever be generated from the Marathon Project will depend on the successful establishment of new mining operations, including the construction of the mine, processing facilities and related infrastructure. As a result, the Company is subject to all of the risks associated with establishing new mining operations as they will pertain to the Marathon Project, including, but not limited to: the availability of funds to finance construction and development activities, the timing and cost of the construction of mining and processing facilities and related infrastructure; the availability and cost of skilled labour and mining equipment; potential opposition from non-governmental organizations, environmental groups or local groups which may delay or prevent construction and/or development activities; and potential increases in construction and operating costs due to changes in the cost of electricity, fuel, manpower, materials and supplies.

Subject to a formal construction decision being made by the board of directors of the Company, various factors can thereafter affect the construction, commissioning and ramp-up of the Marathon Project, such as costs, actual mineralization, consistency and reliability of ore grades, commodity prices, future cash flow and profitability, and there can be no assurance that current or future estimates of these factors will reflect actual results and performance. The design and construction of efficient mining and processing facilities, the cost and availability of suitable machinery, supplies, mining equipment and skilled labour, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants can also affect project development. New mining operations may encounter unexpected problems and delays during construction, development, mine start-up and commissioning. Such problems can add to the cost of mine development, production and operation and/or impair production and mining activities, thereby affecting the Company’s profitability.

Mineral Prices are Volatile

The mining industry is intensely competitive and there is no assurance that, even if commercial quantities of a mineral resource are discovered, a profitable market will exist or develop for the sale of same. There can be no assurance that mineral prices will be such that the Company’s properties can be mined at a profit. Mineral prices are subject to volatile price changes due to a variety of factors including international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The Company’s ability to develop, finance, construct and operate the Marathon Project is directly related to market prices of palladium, copper and

39

other metals that have fluctuated widely, particularly in recent years. Consequently, the economic viability of the Marathon Project cannot be accurately predicted and may be adversely affected by this price volatility.

Management and Key Personnel

Recruiting and retaining qualified personnel is critical to the Company’s success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. The Company believes that it will be successful in recruiting excellent personnel to meet its corporate objectives but, as the Company’s business activity grows, it may require additional key financial, administrative and technical personnel. Although the Company believes that it will be successful in attracting and retaining qualified personnel, there can be no assurance of such success. In the event that the Company is unable to attract additional qualified personnel, its ability to grow its business or develop its existing properties could be materially impaired.

Title

No assurances can be given that title defects to the Company’s properties do not exist. The properties may be subject to prior unregistered agreements, interests or native land claims and title may be affected by undetected defects. If title defects do exist, it is possible that the Company may lose all or a portion of its right, title, estate and interest in and to the properties to which the title defect relates. There is no guarantee that title to the properties will not be challenged or impugned. While, to the best of the Company's knowledge, title to its properties is in good standing, this should not be construed as a guarantee of title. In Canada, claims have been made and new claims are being made by aboriginal peoples that call into question the rights granted by the government.

Government

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s properties. To the extent such approvals are required and not obtained, the Company may be restricted or prohibited from proceeding with planned development or exploration activities. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reductions in levels of production or require abandonment or delays in development.

Canada/U.S. Relations and International Trade

The introduction of protectionist or retaliatory international trade tariffs, domestic “buy local” policies, sanctions or other barriers to international commerce, by the U.S., Canada or other countries, may impact the Company’s ability to import equipment and materials needed to construct and operate the Marathon Project or to conduct operations at prices that are economically feasible to be competitive, or at all. In addition, the implementation by the U.S. government of new legislative or regulatory policies could impose additional costs on the Company, decrease U.S. or global demand for the Company’s products, or otherwise negatively impact the Company. Any change to tariffs and/or international trade regulations, and related impact to global economic conditions, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may, as a result, have a material adverse effect on our business, financial conditions, and results of operations of the Company.

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Environment

The Company’s operations will be subject to environmental regulations. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation will not adversely affect the Company’s operations. Government approvals and permits may be required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be delayed or prohibited from proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed, and may require corrective measures be implemented, additional equipment be installed, or other remedial actions be undertaken, any of which could result in material capital expenditures. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and require increased capital expenditures or production costs or reductions in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Pre-Existing Environmental Liabilities

Pre-existing environmental liabilities may exist on the properties in which the Company holds an interest or on properties that may be subsequently acquired by the Company which are unknown, and which have been caused by previous or existing owners or operators of the properties. In such event, the Company may be required to remediate these properties and the costs of remediation could be substantial. Further, in such circumstances, the Company may not be able to claim indemnification or contribution from other parties. In the event the Company was required to undertake and fund significant remediation work, such event could have a material adverse effect upon the Company and the value of its securities.

Operating Hazards and Risks

Mineral exploration, development and production are subject to many conditions that are beyond the control of the Company. These conditions include, but are not limited to, natural disasters, unexpected equipment repairs or replacements, unusual geological formations, unexpected geotechnical conditions, environmental hazards and industrial accidents. The occurrence of any of these events could result in delays, work-stoppages, damage to or destruction of property, loss of life, monetary losses and legal liability, any of which could have a material adverse effect upon the Company or the value of its securities. While the Company maintains insurance against risks which are typical in the mining industry, insurance against certain risks to which the Company may be exposed may not be available on commercially reasonable terms, or at all. Further, in certain circumstances, the Company might elect not to insure itself against such liabilities due to high premium costs or for other reasons. Should the Company suffer a material loss or become subject to a material liability for which it was not insured, such loss or liability could have a material adverse effect upon the Company and the value of its securities.

Competition

The mining industry is intensely competitive in all of its phases, and the Company competes with other companies that have greater financial resources and technical facilities. Competition could adversely affect the Company’s ability to attract appropriately skilled labour and to acquire suitable properties or prospects in the future.

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Uninsurable Risks

Events in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. General global economic conditions seemingly unrelated to the Company or to the mining industry, including, without limitation, interest rates, general levels of economic activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, or other events outside of the Company’s control may affect the activities of the Company directly or indirectly. In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. the Company’s business, operations and financial condition could also be materially adversely affected by the outbreak of epidemics or pandemics or other health crises.

Share Price Volatility

The world securities markets, including those in Canada, experience a high level of price and volume volatility, and the market price of securities of many companies, including the Company, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur.

Dilution and Future Sales of Common Shares

The exercise of stock options and warrants already issued by the Company or any securities issued by the Company in the future that are convertible into or exchangeable for or carry the right or obligation to acquire equity securities of the Company and the issuance by the Company of additional equity securities in the future could result in dilution in the equity interests of holders of Common Shares. In order to finance construction of the Marathon Project, the Company may issue equity securities or securities that are convertible and exchangeable into equity securities which may be dilutive to existing equity holders.

First Nations Claims and Consultation

First Nations interests and rights as well as related consultation issues may impact the Company's ability to pursue exploration, development and mining at its properties. The Company intends to enter into agreements with First Nations communities in order to manage its relationship with those groups but there is no assurance that claims or other assertions of rights by First Nations communities or consultation issues will not arise on or with respect to the Company's properties or activities. These could result in significant costs and delays or materially restrict the Company’s activities.

Cybersecurity Threats

The Company relies on secure and adequate operations of information technology systems in the conduct of its operations. Access to and security of the information technology systems are critical to the Company’s operations. To the Company’s knowledge, it has not experienced any material losses relating to disruptions to its information technology systems. The Company has implemented ongoing policies, controls and practices to manage and safeguard the Company and its stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice. Given that cyber risks cannot be fully mitigated and the evolving nature of these threats, the Company may not have the resources or technical sophistication to anticipate, prevent, or recover from cyber-attacks and cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. Disruptions to the Company’s information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, non-compliance by third-party service providers and inadequate levels of cybersecurity expertise and safeguards of third-party information technology service providers, may adversely affect the operations of the Company as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third-

42

party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

International Conflicts

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Russia’s large-scale invasion of Ukraine, the wars involving Israel, Iran and other countries and non-state actors in the Middle East, political uncertainty in Venezuela as a result of U.S. intervention, and increasing global tensions due to the stated desire by the U.S. to control Greenland has resulted in a significant increase in tension in the region and may have far reaching effects on the global economy and may continue to result in market disruptions. Volatility in commodity prices and supply chain disruptions may adversely affect the Company’s business, financial condition and results of operations.

The extent and duration of the current global conflicts and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this AIF, including those relating to commodity price volatility and global financial conditions. The outcome of these conflicts is uncertain, and these conflicts may escalate and may result in escalated tensions within and outside of Eastern Europe and the Middle East, respectively. This could result in significant disruption of supplies of oil and natural gas from the region and could cause a significant worldwide supply shortage of oil and natural gas and have a significant impact on worldwide prices of oil and natural gas. A lack of supply of energy and high prices of oil and natural gas could have a significant adverse impact on the world economy. The situation is rapidly changing and unforeseeable impacts, including on the Corporation’s shareholders and counterparties on which the Corporation relies and transacts with, may materialize and may have an adverse effect on the Company’s business, results of operation and financial condition.

Global Financial Market Volatility

In recent years, global financial markets have been characterized by extreme volatility impacting many industries, including the mining industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to future economic shocks, as government authorities may have limited resources to respond to future crises. A sudden or prolonged slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Corporation’s growth and profitability. Future economic shocks may be precipitated by a number of causes, including, but not limited to, material changes in the price of oil and other commodities, the volatility of metal prices, governmental policies, geopolitical instability, war, terrorism, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Corporation’s ability to obtain equity or debt financing in the future on terms favorable to the Corporation or at all. In such an event, the Corporation’s operations and financial condition could be adversely impacted.

Climate Change

Global climate change could exacerbate certain of the threats facing the Company’s business, including the frequency and severity of weather-related events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, rising water levels and changing temperatures which can disrupt the Company’s operations, damage its infrastructure or properties, create financial risk to the business of the Company or otherwise have a material adverse effect on our results of operations, financial position or liquidity. These may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence. Climate changes could also disrupt the operations of the Company by impacting the availability and cost of materials needed for exploration and development activities and could increase insurance and other operating costs. Global climate change also results in regulatory risks. There continues to be a lack of consistent climate legislation,

43

which creates economic and regulatory uncertainty. Increased public awareness and concern regarding global climate change may result in more legislative and/or regulatory requirements to reduce or mitigate the effects of greenhouse gas emissions.

Conflicts of Interest

Certain of the directors and officers of the Company engage in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest.

DIVIDENDS AND DISTRIBUTIONS

The Company relies primarily on equity financing to fund its working capital needs. The Company has neither declared nor paid any dividends on its Common Shares. The Company intends to retain its earnings, if any, to finance growth and expand its operations and does not anticipate paying any dividends on its Common Shares in the foreseeable future. Any decisions to pay dividends on the Common Shares will be made by the Board on the basis of its earnings, financial requirements and other conditions.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The authorized share capital of the Company consists of an unlimited number of Common Shares. As at December 31, 2025, there were 270,343,536 Common Shares issued and outstanding, and as of the date hereof there are 321,129,850 Common Shares issued and outstanding.

The holders of the Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Company and are entitled to one vote in respect of each Common Share held at such meetings. In the event of liquidation, dissolution or winding-up of the Company, the holders of Common Shares are entitled to share rateably the remaining property or assets of the Company.

MARKET FOR SECURITIES

Trading Price and Volume

Common Shares

The Common Shares are listed for trading on the TSX under the trading symbol “GENM”. The following table sets out the high and low closing market prices and the volume traded of the Common Shares on the TSX for each month of the financial year ended December 31, 2025:

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2025 Low ($) High ($) Volume
January 0.13 0.165 3,059,514
February 0.11 0.165 3,502,631
March 0.105 0.21 6,511,566
April 0.135 0.2 4,155,934
May 0.175 0.38 10,468,471
June 0.295 0.46 11,083,764
July 0.305 0.42 9,803,463
August 0.28 0.38 4,657,399
September 0.335 0.56 12,226,650
October 0.49 0.78 17,956,996
November 0.45 0.62 11,921,371
December 0.57 0.92 16,292,338

Prior Sales.

The Company issued the following securities in the financial year ended December 31, 2025 that are not listed or quoted on a marketplace:

Month of Issue Type of Security Number
Issued
Issue/Exercise
Price
April Stock Options 2,133,100 $0.18
April Restricted Share Units 532,100 N/A
April Deferred Share Units 3,354,957 N/A
May Deferred Share Units 263,158 N/A
June Common Share Purchase Warrants 15,541,100 $0.48
July Deferred Share Units 113,700 N/A
August Restricted Share Units 176,914 N/A
October Stock Options 870,438 $0.64
October Stock Options 500,000 $0.70
October Restricted Share Units 272,668 N/A
October Restricted Share Units 545,336 N/A
October Deferred Share Units 272,668 N/A
October Performance Share Units 1,421,057 N/A

ESCROWED SECURITIES

There are no securities of the Company subject to escrow provisions.

INSIDER TRADING POLICY

Amongst its corporate governance policies, the Company maintains a corporate disclosure and insider trading policy (the “ Policy ”). The Policy establishes procedures which are designed to (a) permit the disclosure of information about the Company to the public in an informative and timely manner that avoids selective disclosure, in accordance with all applicable legal and regulatory requirements; (b) ensure the

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proper safeguarding of non-publicly disclosed confidential Information, including material information; and (c) to prevent improper trading, and the appearance of improper trading, in securities of the Company by insiders. In addition to prohibiting trading during prescribed blackout periods, the Policy provides for all securities trades by officers, directors and employees of the Company to be pre-cleared. None of the directors, officers or employees of the Company are permitted to sell any Common Shares or other securities of the Company, or to exercise any outstanding Options, RSUs, PSUs, DSUs or warrants issued by the Issuer unless the trade is cleared in advance. This restriction also applies to any other security, such as an exchangeable or convertible security, which, whether or not issued by the Company, is expected to trade at a price varying materially with the market price of the Common Shares.

DIRECTORS AND OFFICERS

Name, Occupation and Security Holdings

The following table sets forth all current directors and executive officers of the Company as at the date hereof, their principal occupations or employment during the past five years, and their period of service with the Company. The Board currently consists of six (6) directors. The term of office of each director will be from the date of election or appointment until the next annual meeting, or until his or her successor is elected or appointed.

Name, Province
and Country of
Residence,
Position
Position Since Principal Occupation During Past Five Years
Jamie Levy
Ontario, Canada
President, Chief Executive
Officer and Director
January 11, 2018 President and Chief Executive Officer of the Company; former
President and Chief Executive Officer of Pine Point Mining Limited.
Kerry Knoll
Lake Country, British
Columbia
Chairman and Director
January 11, 2018 Chairman of the Board; former Chairman of the Board of Pine Point
Mining Limited; former Director of Stonegate Agricom.
Brian Jennings
Ontario, Canada
Chief Financial Officer
February 5, 2020 Chartered Professional Accountant; Chief Financial Officer of the
Company, Director of Patriot Battery Metals Inc., Former CFO of
Palamina Corp. and NewOrigin Gold. Corp. Previously a Director of
the Company, Director of Pine Point Mining Limited, and Chief
Executive Officer and Director of Veta Resources Inc.
Clinton Swemmer
Ontario, Canada
VP Projects
November 3, 2025 Vice President Projects of the Company; Project Management Office
at NexGold Mining Corp. from February 2025 to October 2025; Vice
President Project Management at Metaux Torngat Metals Ltd. from
August 2023 till February 2025; Vice President of Technical Services
at Cerrado Gold from September 2021 till October 2023; VP Projects
at Treasury Metals Inc. from May 2021 to August 2021; VP Project
Delivery at Ausenco from April 2020 till May 2021
Rachel Pineault
Ontario, Canada
EVP Corporate Affairs &
HR
March 1, 2026 EVP Corporate Affairs & HR of the Company; VP Human Resources
of Battle North Gold from March 2021 to May 2021; EVP Governance
and Corporate Affairs and various other VP positions with Treasury
Metals Inc. (now NexGold Mining Corp.) from June 2021 to August
2025

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George Frederich Meintjes
Ontario, Canada
VP Engineering
March 2, 2026 VP Engineering of the Company; SVP Project Development and
various other senior Engineering roles at DRA Global from March
2021 till February 2026
Stephen Reford(1)(2)(3)(4)
Ontario, Canada
Director
January 11, 2018 Senior Geophysicist & Head of Smart Geophysical Interpretation,
Xcalibur Smart Mapping, Former President of Paterson, Grant &
Watson Limited, a geophysical consulting company; Director of Pine
Point Mining Limited from June 2008 to December 2018;
Phillip Walford(1)(2)(3)(4)
Ontario, Canada
Director
July 11, 2019 Geologist, President and Chief Executive Officer of Marathon Gold
Corporation from December 3, 2009 to August 16, 2019; Former
Chairman of Burin Gold Corp.; Technical Advisor to Revival Gold
Inc., Palamina Corp., and Galway Metals.
Rebecca Hudson(1)
Ontario, Canada
Director
May 20, 2025 Chief Financial Officer of Restart Life Sciences Corp. (December
2021 to Present),Signature Resources Ltd. (September 2023 to
Present), Aegis Critical Energy Defense Corp. (March 2025 to
Present), and EV Minerals Corporation (July 2023 to February
2025).
Kyle Kuntz(4)
Ontario, Canada
Director
July 15, 2025 Vice President, Projects at Equinox Gold Corp. from September
2025 to Present; Vice President, Projects at Calibre Mining from
July 2024 till August 2025; Director Projects at JDS Energy &
Mining Inc. from March 2021 to June 2024

Notes:

  • (1) Member of the Audit Committee. Rebecca Hudson is the Chair.

  • (2) Member of the Corporate Governance and Nominating Committee. Phillip Wallford is the Chair.

  • (3) Member of the Compensation Committee. Stephen Reford is the Chair.

  • (4) Member of the Technical and Construction Committee. Kyle Kuntz is the Chair.

As at the date hereof, the number of Common Shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by all directors and executive officers of the Company as a group, is 16,529,148, representing approximately 5% of the total number of issued and outstanding Common Shares of the Company.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

For the purposes of this section “Order” means:

  • (a) a cease trade order;

  • (b) an order similar to a cease trade order; or

  • (c) an order that denied the relevant company access to any exemption under securities legislation;

that was in effect for more than 30 days.

None of the directors or executive officers of the Company or any shareholder holding a sufficient number of securities of the Company to materially affect control of the Company:

  • (a) is, as of the date of this AIF, or has been, within 10 years before the date of this AIF, a director or executive officer of any company that:

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  • (i) was the subject of an Order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer;

  • (ii) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

  • (iii) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceeding, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

  • (b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

None of the directors or executive officers of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has, within the last 10 years, been subject to: (i) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered a settlement agreement with a Canadian securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

CONFLICTS OF INTEREST

There are no known existing or potential conflicts of interest among the Company and the directors and officers of the Company as a result of their outside business interests except that certain of the directors and officers may serve as directors, officers, promoters and members of management of other companies (for example, Mr. Levy serves as a director of Moon River, in which the Company has a significant shareholding) and therefore it is possible that a conflict may arise between their duties as a director and officer of the Company and their duties as a director, officer, promoter or member of management of such other companies.

The directors and officers of the Company have been advised of the existence of laws governing accountability of directors and officers regarding corporate opportunity and requiring disclosures by directors of conflicts of interest, and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of the directors or officers.

PROMOTERS

Other than Jamie Levy, Kerry Knoll and Stephen Reford (collectively, the “ Promoters ”), no person or company has been, within the two most recently completed financial years or during the current financial year, a promoter of the Company. Information regarding the Promoters and their security holdings in the Company is set forth above under the heading “Directors and Officers” above, and information concerning the remuneration of the Promoters is set forth under the heading “Statement of Executive Compensation” in the Company management information circular dated May 15, 2025, which may be found on SEDAR+ at www.sedarplus.ca.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company was not subject to any material legal proceedings during its most recently completed financial year, nor is the Company or any of its properties a party to or the subject of any such proceedings, and no

48

such proceedings are known to be contemplated. The Company may be involved in routine, non-material litigation arising in the ordinary course of business, from time to time.

There were no penalties or sanctions imposed against the Company by a court relating to provincial and territorial securities legislation or by a securities regulatory authority during its most recently completed financial year, nor have there been any other penalties or sanctions imposed by a court or regulatory body against the Company, and the Company has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.

INTERESTS OF MANAGEMENT IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no director or executive officer of the Company, person or company that beneficially owns, controls or directs, directly or indirectly, more than 10% of the Common Shares, or any associate or affiliate of any such persons, has or had any material interest, direct or indirect, in any transaction within the Company’s three most recently completed financial years which has materially affected or will materially affect the Company or any of its subsidiaries other than as set out herein.

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent of the Company is TSX Trust Company, having an address of 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 1S3.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the Company has not entered into any material contracts during the most recently completed financial year or prior financial years which are still in force and effect and which may reasonably be regarded as presently material, other than the PMPA with Wheaton (see “ General Development of the Business – Three Year History – 2022 ”), amended as of March 31, 2022, March 21, 2024, and February 21, 2025.

EXPERTS AND INTERESTS OF EXPERTS

Tommaso Roberto Raponi, P. Eng., of Ausenco; Marc Schulte, P. Eng., of MMTS; Jean-Francois Maille, P.Eng. of JDS; Craig N. Hall, P.Eng. of KP; and Eugene J. Puritch, P.Eng., Ms. Jarita Barry, P.Geo., Fred H. Brown, P.Geo., David Burga, P.Geo., and William Stone, PhD, P.Geo., each of P&E have prepared the Technical Report in respect of the Marathon Project that is incorporated by reference herein. The Company has been advised that each of the aforementioned individuals or companies hold less than 1.0% of of any class of outstanding securities of the Company.

The auditor of the Company, RSM Canada LLP, has informed the Company that it is independent with respect to the Company within the meaning of the Rules of Professional Conduct of Chartered Professional Accountants of Ontario. The Company has been advised that RSM Canada LLP, and its partners and associates, beneficially own, directly or indirectly, in their respective groups, less than 1.0% of any class of outstanding securities of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found through a database search at SEDAR+ at www.sedarplus.ca. Additional information on the Company, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, is contained in the Company’s management information circular dated May 15, 2025, which may be found on SEDAR+.

Additional financial information regarding the Company is provided in the Company’s audited annual financial statements and management’s discussion and analysis for the year ended December 31, 2025 may be found on SEDAR+.

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AUDIT COMMITTEE

Audit Committee Charter

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting processes of the Company and annual external audits of the consolidated financial statements. The Audit Committee has formally set out its responsibilities and composition requirements in fulfilling its oversight in relation to the Company’s internal accounting standards and practices, financial information, accounting systems and procedures. See Appendix “A” hereto for a copy of the Audit Committee Charter of the Company.

Composition of the Audit Committee

The Audit Committee currently consists of Rebecca Hudson, Stephen Reford and Phil Walford. Ms. Hudson is the Chair of the Audit Committee. All members of the Audit Committee have been determined to be “independent” and are considered to be “financially literate” (as such terms are defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”)).

Relevant Education and Experience of Audit Committee Members

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

  • (a) an understanding of the accounting principles used by the Company to prepare its financial statements;

  • (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;

  • (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; and

  • (d) an understanding of internal controls and procedures for financial reporting.

Rebecca Hudson

Ms. Hudson was appointed as a director of the Company on May 20, 2025. She is a Chartered Professional Accountant with over 25 years’ experience in accounting and financial reporting, corporate finance, risk management, financial audit and corporate governance. She currently serves as the CFO of Restart Life Sciences Corp., Signature Resources Ltd., Aegis Critical Energy Defence Corp., and a private drilling company, Andean Drilling Services Inc. Prior to that, Ms. Hudson was a principal consultant with Grove Corporate Services and was the founder of a zero-waste products company. Ms. Hudson has held managerial positions at mining companies Xstrata, and Falconbridge, completed project-based work for IAMGOLD at its offices in Quito, Ecuador, and was the Controller of Royal Nickel Corporation, and Barkerville Gold Mines Ltd. Ms. Hudson formerly served as the CFO of EV Minerals Corporation, TerrAscend Corp., Hornby Bay Mineral Exploration Ltd., Wabi Exploration Inc., Lithium One Inc., and Claim Post Resources Inc. She also worked as a senior auditor with firms Grant Thornton LLP in Toronto, Canada, and PricewaterhouseCoopers in the Dominican Republic. Ms. Hudson has both her Bachelor of Arts and Master’s Degrees from the School of Accountancy at the University of Waterloo. She is fluent in English and Spanish.

Stephen Reford

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Mr. Reford was appointed as a director of the Company upon incorporation on January 11, 2018. Prior thereto, Mr. Reford was a director of Pine Point since June 26, 2008. Since March 2025, Mr. Reford is Senior Geophysicist & Head of Smart Geophysical Interpretation for Xcalibur Smart Mapping. Mr. Reford was the President of Paterson Grant & Watson Limited, consulting geophysicists, from 2016 to February 2025, where he also held the position of Vice-President between 1994 and 2016. Between 2011 and 2016, Mr. Reford held the position of Chief Technical Officer of Pine Point. Between 2008 and 2011, Mr. Reford held the position of President and Chief Executive Officer of Darnley Bay Resources Limited. Mr. Reford has approximately 43 years of experience and exposure in the exploration and mining industry.

Phillip Walford

Mr. Walford has served as a director of the Company since July 11, 2019. Mr. Walford was previously President and Chief Executive Officer of Marathon Gold Corporation, a developing gold project in Newfoundland, from December 2009 to August 2019. Previously, he was a founder and president of Marathon PGM Corporation, at the time when that company owned the Company’s Marathon Project in Ontario. He guided Marathon PGM through advanced exploration until it was taken over by Stillwater Mining Company in 2010 for US$118 million. Mr. Walford previously held senior management positions at Geomaque Explorations, Pamour Porcupine Mines Ltd., Lac Minerals Ltd. and Hudson Bay Exploration and Development and has extensive international experience in gold and base metal deposits. Mr. Walford graduated as a geologist from Lakehead University.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Company’s external auditors not been adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has adopted certain policies relating to the engagement of non-audit services. The Company’s external auditors are prohibited from performing for the Company the following categories of non-audit services: bookkeeping or other services related to the Company’s accounting records or financial statements; appraisal or valuation services, fairness opinions or contributions-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources functions; broker or dealer, investment adviser or investment banking services; legal services; and any other service that the Canadian Public Accountability Board, International Accounting Standards Board, or other analogous board which may govern the Company’s accounting standards from time to time, determines is impermissible.

In the event that the Company wishes to retain the services of the Company’s external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Company shall consult with the Chair of the Audit Committee, who shall have the authority to approve or disapprove on behalf of the Audit Committee such non-audit services. All other non-audit services shall be approved or disapproved by the Audit Committee as a whole.

The Chief Financial Officer of the Company shall maintain a record of non-audit services approved by the Chair of the Audit Committee or the Audit Committee for each fiscal year and shall provide a report to the Audit Committee no less frequently than on a quarterly basis.

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External Auditor Service Fees (By Category)

The following table discloses the fees billed to the Company by its external auditor during the current financial year.

Year ended
December 31,
Audit Fees Audit-Related
Fees
Tax Fees All Other
Fees
2025 $78,500 $12,600 $Nil $Nil
2024 $71,500 $20,650 $Nil $Nil

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APPENDIX A

GENERATION MINING LIMITED

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. PURPOSE OF THIS CHARTER

The Audit Committee (the “ Committee ”) is appointed by the Board of Directors (the “ Board ”) of Generation Mining Limited (the “ Corporation ”) to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting processes and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:

  • a) conduct such reviews and discussions with management and the external auditors, relating to the audit and financial reporting, as are deemed appropriate by the Committee;

  • b) assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;

  • c) ensure that there is an appropriate standard of corporate conduct for senior financial personnel and employees including, if necessary, adopting a corporate code of ethics;

  • d) review the quarterly and annual financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results (“ MD&A ”), and in the case of the annual financial statements and related MD&A, report thereon to the Board for approval of same;

  • e) select and monitor the independence and performance of the Corporation’s external auditors, including attending private meetings with the external auditors and reviewing and approving their remuneration and all renewals or dismissals of external auditors; and

  • f) provide oversight of all disclosure relating to, and information derived from, financial statements and MD&A.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the external auditors, as well as any officer of the Corporation or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the Corporation’s expense, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part 4 of this Charter.

2. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

  • a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

  • b) set and pay the compensation for advisors employed by the Committee; and

  • c) communicate directly with the internal and external auditors.

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3. COMPOSITION AND MEETINGS

The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including, without limitation, those of the Ontario Securities Commission, the Canadian stock exchange upon which the Corporation’s common shares trade, the Business Corporations Act (Ontario) and all applicable securities regulatory authorities.

  • a) The Committee shall be composed of not less than three directors as shall be designated by the Board from time to time. Unless a Chair is elected by the Board, the members of the Committee shall designate from amongst themselves, by majority vote of the full Committee, a member who shall serve as Chair. The position description and responsibilities of the Chair are set out in Schedule A attached hereto.

  • b) Subject to paragraph d, below, each member of the Committee shall be “independent” and each shall be “financially literate”. An “independent” director is a director who has no direct or indirect material relationship with the Corporation. A “material relationship” is a relationship which, in the view of the Board, could be reasonably expected to interfere with the exercise of the director’s independent judgement, or a relationship deemed to be a material relationship pursuant to Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (” NI 52-110 ”), as set out in Schedule B hereto. A “financially literate” director is a director who has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the accounting issues that can reasonably be expected to be raised in the Corporation’s financial statements.

  • c) Subject to paragraph d, below, each member of the Committee shall sit at the appointment of the Board, and in any event, only so long as he or she shall be independent. The Committee shall report to the Board.

  • d) In the event that a member of the Committee ceases to be independent or is appointed in accordance with the exemptions from independence or financial literacy set out in Part 3 of NI 52-110, such member shall be exempt from the requirement to be independent or the requirement to be financially literate for the period ending at the applicable time prescribed under Part 3 of NI 52-110.

  • e) The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at least 50% of the members of the Committee present, either in person or by telephone, shall constitute a quorum.

  • f) If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.

  • g) If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of their powers and responsibilities so long as a quorum remains in office.

  • g) The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication

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equipment by giving at least 48 hours’ notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone, or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.

  • h) Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

  • i) The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may from time to time appoint any person, who need not be a member, to act as a secretary at any meeting.

  • j) The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as the Committee may see fit, from time to time, to attend meetings of the Committee.

  • k) Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. The Committee shall report its determinations to the Board at the next scheduled meeting of the Board, or earlier as the Committee deems necessary. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation, other than those relating to non-audit services and annual audit fees, which do not require the approval of the Board.

  • l) The Committee members will be elected annually at the first meeting of the Board following the annual general meeting of shareholders.

  • m) The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.

4. RESPONSIBILITIES

a) Financial Accounting and Reporting Processes and Internal Controls

  • i) The Committee shall review the annual audited and interim financial statements and related MD&A before the Corporation publicly discloses this information, in order to satisfy itself that the financial statements are presented in accordance with applicable accounting principles and, in the case of the annual audited financial statements and related MD&A, report thereon and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding management’s accounting principles, practices, and judgements with management and the external auditors, as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited and interim financial statements contain no material misstatements and are not misleading or incomplete. The Committee shall also satisfy itself that, in the case of the annual financial statements, the audit function has been effectively carried out by the auditors and, in the case of the interim financial statements, the review function has been effectively carried out.

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  • ii) The Committee shall review any internal control reports prepared by management and the evaluation of such reports by the external auditors, together with management’s responses thereto.

  • iii) The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, MD&A and annual and interim earnings press releases, and periodically assess the adequacy of these procedures in consultation with any Disclosure Representatives (as such term is defined in the Corporation’s Corporate Disclosure and Insider Trading Policy) of the Corporation.

  • iv) The Committee shall review any press releases containing financial information disclosure, if such releases are required to be reviewed by the Committee under any applicable laws or by one of the other Charters, before the Corporation publicly discloses this information.

  • v) The Committee shall meet no less than annually with the external auditors and the Chief Financial Officer (“ CFO ”) or, in the absence of a CFO, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, CFO or, in the absence of a CFO, the officer of the Corporation in charge of financial matters, deems appropriate.

  • vi) The Committee shall inquire of management and the external auditors about significant financial and internal control risks or exposures, and shall assess the steps management has taken to minimize such risks.

  • vii) The Committee shall review the post-audit or management letter, if any, containing the recommendations of the external auditors and management’s response and subsequent follow-up to any identified weaknesses.

  • viii) The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel and all employees.

  • ix) The Committee shall follow procedures established as set out in Schedule C attached hereto for:

  • the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

  • the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

  • x) The Committee shall review with management and the external auditors the treatment and disclosure of significant related party transactions entered into by the Corporation, and potential conflicts of interest.

  • xi) The Committee shall ensure that management establishes and maintains an appropriate budget process, which shall include assumptions regarding economic parameters that are well supported and that the risks facing the Corporation are taken into consideration, as well as periodic reports from the CFO comparing actual spending to the budget.

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  • xii) The Committee shall have the authority to adopt such policies and procedures as it deems appropriate to operate effectively.

b) Independent Auditors

  • i) The Committee shall: recommend to the Board the external auditors to be nominated for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attestation services for the Corporation; set the compensation for the external auditors; provide oversight of the external auditors; and ensure that the external auditors report directly to the Committee.

  • ii) The Committee shall ensure that procedures are in place to assess the audit activities of the independent auditors and the internal audit functions.

  • iii) The pre-approval of the Committee shall be required, as further set out in Schedule D attached hereto, prior to the undertaking of any non-audit services not prohibited by law to be provided by the external auditors in accordance with this Charter.

  • iv) The Committee shall monitor and assess the relationship between management and the external auditors and monitor, support and assure the independence and objectivity of the external auditors, and shall attempt to resolve disagreements between management and the external auditors regarding financial reporting.

  • v) The Committee shall review the external auditors’ audit plan, including the scope, procedures and timing of the audit.

  • vi) The Committee shall review the results of the annual audit with the external auditors, including matters related to the conduct of the audit.

  • vii) The Committee shall obtain timely reports from the external auditors describing: critical accounting policies and practices; alternative treatments of information within International Financial Reporting Standards that were discussed with management, their ramifications, and the external auditors’ preferred treatment thereof; and material written communications between the Corporation and the external auditors.

  • viii) The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.

  • ix) The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.

  • x) The Committee shall have the authority to engage the external auditors to perform a review of the interim financial statements.

c) Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

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Schedule A

GENERATION MINING LIMITED

POSITION DESCRIPTION FOR THE CHAIR OF THE AUDIT COMMITTEE

1. PURPOSE

The Chair of the Committee shall be elected by the Board or designated by majority vote of the Committee to act as the leader of the Committee in assisting the Board in fulfilling its financial reporting and control responsibilities to the shareholders of the Corporation.

2. WHO MAY BE CHAIR

The Chair will be selected from amongst the independent directors of the Corporation who have a sufficient level of financial sophistication and experience in dealing with financial issues to ensure the leadership and effectiveness of the Committee, provided that the Chair may be a nonindependent director when permitted in accordance with Part 3 of NI 52-110. The Chair will be selected annually at the first meeting of the Board (a) following the annual general meeting of shareholders or when reasonably practicable following a vacancy, or (b) when designated by majority vote of the Committee.

3. RESPONSIBILITIES

The following are the primary responsibilities of the Chair:

  • a) Chairing all meetings of the Committee in a manner that promotes meaningful discussion.

  • b) Ensuring adherence to the Committee’s Charter and that the adequacy of the Committee’s Charter is reviewed annually.

  • c) Providing leadership to the Committee to enhance its effectiveness, including:

  • i) acting as liaison and maintaining communication with the Board to optimize and coordinate input from directors, and to optimize the effectiveness of the Committee. This includes ensuring that Committee materials are available to any director upon request, and reporting to the Board on all decisions of the Committee at the first Board meeting after each Committee meeting and at such other times and in such manner as the Committee considers advisable;

  • ii) ensuring that the Committee works as a cohesive team with open communication, as well as ensuring open lines of communication for financial and control matters among the independent auditors, financial and senior management and the Board;

  • iii) ensuring that the resources available to the Committee are adequate to support its work and to resolve issues in a timely manner;

  • iv) ensuring that the Committee serves as an independent and objective party to monitor the Corporation’s financial reporting processes and internal control systems, as well as monitoring the relationship between the Corporation and the independent auditors to ensure independence;

  • v) ensuring that procedures as determined by the Committee are in place to assess the audit activities of the independent auditors and the internal audit functions; and

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  • vi) ensuring that procedures as determined by the Committee are in place to review the Corporation’s public disclosure of financial information, and assessing the adequacy of such procedures periodically in consultation with any Disclosure Representatives of the Corporation.

  • d) Ensuring that procedures as determined by the Committee are in place for employees to submit confidential anonymous concerns, and for dealing with complaints received by the Corporation regarding accounting, internal controls and auditing matters.

  • e) Managing the Committee, including:

  • i) adopting procedures to ensure that the Committee can conduct its work effectively and efficiently, including procedures relating to Committee structure and composition, scheduling, and management of meetings;

  • ii) preparing the agenda for Committee meetings and ensuring pre-meeting material is distributed in a timely manner and is appropriate in terms of relevance, efficient format and detail;

  • iii) ensuring meetings are appropriate in terms of frequency, length and content;

  • iv) obtaining a report from the independent auditors on an annual basis, reviewing same with the Committee, and arranging meetings with the auditors and financial management to review the scope of the proposed audit for the current year, its staffing, and the audit procedures to be used;

  • v) overseeing the Committee’s participation in the Corporation’s accounting and financial reporting processes and the audits of the Corporation’s financial statements;

  • vi) ensuring that the auditors report directly to the Committee, as representatives of the Corporation’s shareholders;

  • vii) annually reviewing with the Committee its own performance, reporting annually to the Board on the role of the Committee and the effectiveness thereof in contributing to the effectiveness of the Board; and

  • viii) fostering ethical and responsible decision making by the Committee and its members.

  • ix) together with the Board, overseeing the structure, composition and membership of, and activities delegated to, the Committee from time to time.

  • f) Performing such other duties as may be delegated from time to time to the Chair by the Board.

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Schedule B

GENERATION MINING LIMITED

NATIONAL INSTRUMENT 52-110 - AUDIT COMMITTEES

Section 1.4 Meaning of Independence

  • (1) An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.

  • (2) For the purposes of subsection (1), a “material relationship” is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgement.

  • (3) Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:

  • (a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer;

  • (b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;

  • (c) an individual who:

    • (i) is a partner of a firm that is the issuer's internal or external auditor,

    • (ii) is an employee of that firm, or

    • (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

  • (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

    • (i) is a partner of a firm that is the issuer's internal or external auditor,

    • (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

    • (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

  • (e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and

  • (f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.

  • (4) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because

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  • (a) he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or

  • (b) he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005.

  • (5) For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.

  • (6) For the purposes of clause (3)(f), direct compensation does not include:

  • (a) remuneration for acting as a member of the board of directors or of any board committee of the issuer, and

  • (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

  • (7) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member

  • (a) has previously acted as an interim chief executive officer of the issuer, or

  • (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.

  • (8) For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer.

Section 1.5 Additional Independence Requirements for Audit Committee Members

  • (1) Despite any determination made under section 1.4, an individual who

  • (a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or

  • (b) is an affiliated entity of the issuer or any of its subsidiary entities, is considered to have a material relationship with the issuer.

  • (2) For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by

  • (a) an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or

  • (b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.

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  • (3) For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

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Schedule C

GENERATION MINING LIMITED

PROCEDURES FOR RECEIPT OF COMPLAINTS AND SUBMISSIONS RELATING TO ACCOUNTING MATTERS

1. The Corporation shall inform employees on the Corporation’s website, if there is one, or via a newsletter or e-mail disseminated to all employees at least annually, of the officer (the “ Complaints Officer ”) designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters, or issues of concern regarding questionable accounting or auditing matters. If no Complaints Officer is designated by the Corporation, the Chair of the Committee shall be designated as the Complaints Officer.

2. The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential, and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.

3. The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.

4. Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.

5. The Complaints Officer shall retain a record of each complaint or submission received for a period of seven (7) years following resolution of such complaint or submission.

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Schedule D

GENERATION MINING LIMITED

PROCEDURES FOR APPROVAL OF NON-AUDIT SERVICES

1. The Corporation’s external auditors shall be prohibited from performing for the Corporation the following categories of non-audit services:

  • (a) bookkeeping or other services related to the Corporation’s accounting records or financial statements;

  • (b) appraisal or valuation services, fairness opinions or contributions-in-kind reports;

  • (c) actuarial services;

  • (d) internal audit outsourcing services;

  • (e) management functions;

  • (f) human resources functions;

  • (g) broker or dealer, investment adviser or investment banking services;

  • (h) legal services; and

  • (i) any other service that the Canadian Public Accountability Board, International Accounting Standards Board, or other analogous board which may govern the Corporation’s accounting standards from time to time, determines is impermissible.

2. In the event that the Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice or tax planning, the CFO of the Corporation shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee such non-audit services. All other non-audit services shall be approved or disapproved by the Committee as a whole.

3. The CFO of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year, and shall provide a report to the Committee no less frequently than on a quarterly basis.

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