Generation Mining Limited — Capital/Financing Update 2023

Oct 28, 2023

GENERATION MINING LIMITED

TERM SHEET – OCTOBER 27, 2023

BOUGHT DEAL PUBLIC OFFERING OF UNITS AND FLOW-THROUGH UNITS

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in the Provinces of Canada (other than Quebec). A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States (as defined in Regulation S under the U.S. Securities Act (the “United States”)) and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This term sheet does not constitute an offer to sell, or a solicitation of an offer to buy, any of these securities within the United States.

Issuer:	Generation Mining Limited (the “Company”).
Gross Proceeds:	$15,097,200 (the “Offering”).
Offering:	A combination of (i) 42,858,000 units (the “Units”) and (ii) 9,678,000 flow-through
	units (the “FT Units” and together with the Units, the “Offered Securities”) of the
	Company.
	Each Unit will consist of one common share (a “Common Share”) of the Company
	and one-fifth of one common share purchase warrant (each whole purchase
	warrant, a “Warrant”) of the Company. Each FT Unit will consist of one Common
	Share that will qualify as a “flow-through share” within the meaning of subsection
	66(15) of the Income Tax Act (Canada) and one-fifth of one Warrant.
	Each whole Warrant will entitle the holder to acquire one Common Share (a
	“Warrant Share”) at a price per Warrant Share of $0.50 for a period of 36 months
	from the Closing Date (as defined below).
Offering Price:	$0.28 per Unit (the “Issue Price”) and $0.32 per FT Unit (the “FT Issue Price”).

==> picture [91 x 38] intentionally omitted <==

Over-Allotment	The Company has granted the Haywood (as defined below) an option, exercisable,
Option:	in whole or in part, by Haywood (as defined below), from time to time up to 30
	days following the Closing Date, to purchase up to an additional $2,264,580 in
	additional Units at the Issue Price to cover over-allotments, if any, and for market
	stabilization purposes.

Form of Offering:	Bought deal short form prospectus offering of Offered Securities in the Provinces
	of Canada (other than Quebec) and by private placement to eligible purchasers
	resident in jurisdictions other than Canada that are mutually agreed to by the
	Company and Haywood, each acting reasonably, provided that no prospectus
	filing or comparable obligation arises and the Company does not thereafter
	become subject to continuous disclosure obligations in such jurisdictions.
	The Units may also be offered and sold in the United States only to a limited
	number of Qualified Institutional Buyers (as defined in Rule 144A under the United
	States Securities Act of 1933, as amended (the “1933 Act”)) and to a limited
	number of “accredited investors” (as defined in Rule 501(a) of Regulation D under
	the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act or Rule 506(b) of
	Regulation D under the 1933 Act and pursuant to any applicable securities laws
	of any state of the United States. Any Units offered and sold in the United States
	shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the
	1933 Act).

Flow-Through	The gross proceeds received by the Company from the sale of the FT Units will be
Income Tax	used to incur "Canadian Exploration Expenses" as defined in subsection 66.1(6) of
Considerations:	the Income Tax Act on the Company's properties in the Province of Ontario that
	are "flow-through mining expenditures" (as such terms are defined in the Income
	Tax Act (the "Qualifying Expenditures"). The Company will, in timely and
	prescribed manner and form, renounce the Qualifying Expenditures (on a pro rata
	basis) to each subscriber of FT Units with an effective date no later than December
	31, 2023, in the aggregate amount of not less than the total amount of the gross
	proceeds raised from the issue of FT Units.
	In the event the Company is unable to renounce the Qualifying Expenditures on
	or prior to December 31, 2023 for each FT Unit purchased in an aggregate amount
	not less than the gross proceeds raised from the issue of the FT Units, the
	Company will indemnify each FT Unit subscriber for the additional taxes payable
	by such subscriber as a result of the Company's failure to renounce the Qualifying
	Expenditures as agreed.
Use of Proceeds	The net proceeds from the sale of Units will be used for development at the
(Units):	Companyʼs Marathon Project located in Ontario, and for general working capital
	and corporate purposes.
Eligibility:	The Offered Securities will be eligible for investment under certain statutes as well
	as for RRSPs, RRIFs, RESPs, DPSPs and TFSAs.

==> picture [91 x 38] intentionally omitted <==

Listing: The Company shall obtain the necessary approvals to list the Common Shares and Warrant Shares under the Companyʼs trading symbol “GENM” on the Toronto Stock Exchange, which listing shall be conditionally approved prior to the Closing Date. The Warrants will not be listed. Underwriters: Haywood Securities Inc. (“ Haywood ”), as sole bookrunner and underwriter. Underwritersʼ 6.0% cash fee. Compensation: Closing Date: The closing of the Offering will occur on or about November 21, 2023 (the “ Closing Date ”) or such other date as mutually agreed to between Haywood and the Company, each acting reasonably. US Notice: The securities offered hereby have not and will not be registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act or are otherwise exempt from such registration.

==> picture [91 x 38] intentionally omitted <==