Generation Mining Limited — Capital/Financing Update 2023

Nov 6, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company Generation Mining Limited (the “ Company ”) 100 King Street West Suite 7010, PO Box 70 Toronto, ON M5X 1B1 Item 2. Dates of Material Change October 27, 2023 Item 3. Press Release News release in respect of the material change referred to in this report was disseminated through the facilities of Globe Newswire on October 27, 2023. The news release was subsequently filed on SEDAR+. Item 4. Summary of Material Change

On March 27, 2023, the Company entered into an agreement with Haywood Securities Inc. as sole underwriter and bookrunner (“ Haywood ”) pursuant to which Haywood agreed to purchase, on a “bought deal” basis, (i) 42,858,000 units (the “ Units ”) in the capital of the Company at a price of $0.28 per Unit (the “ Issue Price ”), and (ii) 9,678,000 flow-through units (the (“ FT Units ” and together with the Units, the “ Offered Securities ”) in the capital of the Company at a price of $0.32 per FT Unit for aggregate gross proceeds to the Company of $15,097,220 (the“ Offering ”). In addition, the Company granted to Haywood an over-allotment option (the “ OverAllotment Option ”) to purchase up to an additional 8,087,786 Units at the Issue Price, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering.

Each Unit will consist of one common share (a “ Common Share ”) in the capital of the Company and one-fifth ( ⅕ ) of one Common Share purchase warrant of the Company (each whole warrant, a “ Warrant ”). Each FT Unit will consist of one Common Share that will qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-fifth ( ⅕ ) of one Warrant. Each whole Warrant shall be exercisable to acquire one Common Share (a “ Warrant Share ”) at a price of $0.50 per Warrant Share for a period of 36 months from the closing date of the Offering.

Item 5. Full Description of Material Change

On October 27, 2023, the Company entered into an engagement letter with Haywood in connection with the Offering, and on November 2, 2023, the Company and Haywood entered into an underwriting agreement (the “ Underwriting Agreement ”) with respect to the Offering pursuant to which Haywood agreed to purchase, on a “bought deal” basis, the Offered Securities for aggregate gross proceeds to the Company of $15,097,220. Each Unit will consist of one Common Share and one-fifth ( ⅕ ) of one

Warrant. Each FT Unit will consist of one Common Share that will qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-fifth ( ⅕ ) of one Warrant. Each whole Warrant shall be exercisable to acquire one Warrant Share at a price of $0.50 per Warrant Share for a period of 36 months from the closing date of the Offering. In addition, the Company granted to Haywood the Over-Allotment Option.

The Company intends to use the majority of the net proceeds raised pursuant to the Offering towards the continued advancement and derisking of its Marathon Project in Northwestern Ontario, including exploration, pre-development and development activities, for working capital purposes, and for general and administrative expenses, as more fully described in the Preliminary Prospectus (as defined below).

On November 2, 2023, the Company filed a preliminary short form prospectus in each of the provinces of Canada, except Québec (the “ Preliminary Prospectus ”), pursuant to which the Offered Securities will be offered. Completion of the Offering, which is expected to close on or about November 21, 2023, remains subject to the Company obtaining a receipt on a final short form prospectus following the completion of a regulatory review, and receipt of approval from the Toronto Stock Exchange. A copy of Preliminary Prospectus, including the documents incorporated by reference therein, and the Underwriting Agreement, are available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

Item 5.2. Disclosure for Restructuring Transactions

Not applicable.

• Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

For further information, contact:

Ann Wilkinson Vice President, Investor Relations t: 416.640.3954

Item 9. Date of Report

November 6, 2023.

Cautionary Note Regarding Forward Looking Information

This material change report contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “Projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, including statements related to the anticipated timing for government approvals and permitting, and the life of mine, mineral production estimates, payback period, and financial returns from the Marathon Project. All forward-looking statements, including those herein, are qualified by this cautionary statement. Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the timing for a construction decision; the progress of development at the Marathon Project, including progress of project expenditures and contracting processes, the Company’s plans and expectations with respect to liquidity management, continued availability of capital and financing, the future price of palladium and other commodities, permitting timelines, exchange rates and currency fluctuations, increases in costs, requirements for additional capital, and the Company’s decisions with respect to capital allocation, and the impact of COVID-19, inflation, global supply chain disruptions, global conflicts, including the wars in Ukraine and Israel, the project schedule for the Marathon Project, key inputs, staffing and contractors, commodity price volatility, continued availability of capital and financing, uncertainties involved in interpreting geological data, environmental compliance and changes in environmental legislation and regulation, the Company’s relationships with First Nations communities, exploration successes, and general economic, market or business conditions, as well as those risk factors set out in the Company’s annual information form for the year ended December 31, 2022, and in the continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this material change report speak only as of the date of this material change report or as of the date or dates specified in such statements. The progress of development at the Marathon Project, including progress of project expenditures and contracting processes, is contingent on the continued availability of capital and financing, permitting timelines, requirements for additional capital, and the Company’s decisions with respect to capital allocation.

Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions relating to: the availability of financing for the Company’s operations; operating and capital costs; results of operations; the mine development and production schedule and related costs; the supply and demand for, and the level and volatility of commodity prices; timing of the receipt of regulatory and governmental approvals for development projects and other operations; the accuracy of Mineral Reserve and Mineral Resource Estimates, production estimates and capital and operating cost estimates; and general business and economic conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings on SEDAR+ at www.sedarplus.ca. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law. This material change report contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “Projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, including statements related to the anticipated timing for government approvals and permitting, and the life of mine, mineral production estimates, payback period, and financial returns from the Marathon Project. All forwardlooking statements, including those herein, are qualified by this cautionary statement.

Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the timing for a construction decision; the progress of development at the Marathon Project, including progress of project expenditures and contracting processes, the Company’s plans and expectations with respect to liquidity management, continued availability of capital and financing, the future price of palladium and other commodities, permitting timelines, exchange rates and currency fluctuations,

increases in costs, requirements for additional capital, and the Company’s decisions with respect to capital allocation, and the impact of COVID-19, inflation, global supply chain disruptions, global conflicts, including the wars in Ukraine and Israel, the project schedule for the Marathon Project, key inputs, staffing and contractors, commodity price volatility, continued availability of capital and financing, uncertainties involved in interpreting geological data, environmental compliance and changes in environmental legislation and regulation, the Company’s relationships with First Nations communities, exploration successes, and general economic, market or business conditions, as well as those risk factors set out in the Company’s annual information form for the year ended December 31, 2022, and in the continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date or dates specified in such statements. The progress of development at the Marathon Project, including progress of project expenditures and contracting processes, is contingent on the continued availability of capital and financing, permitting timelines, requirements for additional capital, and the Company’s decisions with respect to capital allocation.

Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions relating to: the availability of financing for the Company’s operations; operating and capital costs; results of operations; the mine development and production schedule and related costs; the supply and demand for, and the level and volatility of commodity prices; timing of the receipt of regulatory and governmental approvals for development Projects and other operations; the accuracy of Mineral Reserve and Mineral Resource Estimates, production estimates and capital and operating cost estimates; and general business and economic conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings on SEDAR+ at www.sedarplus.ca. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.