Generation Mining Limited — Capital/Financing Update 2025

Jun 25, 2025

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
June 11 and 24, 2025

Item 3. Press Releases
News releases in respect of the material changes referred to in this report were disseminated through the facilities of CNW on June 11, 2025 and the facilities of Business Wire on June 24, 2025. Each of the news releases were subsequently filed on SEDAR+.

Item 4. Summary of Material Change
On June 11, 2025, the Company entered into an agreement with Stifel Nicolaus Canada Inc. ("Stifel Canada") to act as lead underwriter and sole bookrunner on behalf of a syndicate of Underwriters (as defined below) in connection with a "bought deal" private placement offering of 27,028,000 Units of the Company at a price of $0.37 per Unit (the "Offering Price") for gross proceeds of $10,000,360 (the "Offering"), with the Units to be issued pursuant to the Listed Issuer Financing Exemption (as defined below). In addition, the Company granted to the Underwriters an option (the "Underwriters' Option"), exercisable up to 48 hours prior to the closing date of the Offering, to purchase for resale up to an additional 15% of the number Units sold pursuant to the Offering at the Offering Price for additional gross proceeds of up to $1,500,054. On June 24, 2025, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Stifel Canada and Haywood Securities Inc. (collectively, the "Underwriters") with respect to the Offering.

The Offering closed on June 24, 2025, which included the exercise in full of the Underwriters' Option, resulting in the issuance by the Company of 31,082,200 Units for aggregate gross proceeds to Company of approximately $11.5 million.

Item 5. Full Description of Material Change
On June 11, 2025, the Company entered into an agreement with Stifel Canada to act as lead underwriter and sole bookrunner on behalf of the Underwriters in connection with the Offering. June 24, 2025, the Company and the Underwriters entered into the Underwriting Agreement and completed the Offering, pursuant to which the Underwriters purchased, on a "bought deal" basis, 31,082,200 Units the Offering Price for aggregate gross proceeds to the Company of approximately $11.5 million, which included the exercise in full of the Underwriters' Option.

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Each Unit comprised of one common share in the capital of the Company (each, a "Common Share") and one-half (½) of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.48 per Common Share at any time from August 24, 2025 until August 24, 2028. The Warrants are governed pursuant to a warrant indenture entered into between the Company and TSX Trust Company, as warrant agent, dated June 24, 2025, a copy of which is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

The Company intends to use the net proceeds received from the Offering for development purposes at the Company's Marathon Project and for general corporate purposes.

The Units were issued pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemptions (the "Listed Issuer Financing Exemption"), to purchasers resident in Canada (other than the province of Québec) and in other qualifying jurisdictions outside of Canada on a private placement basis pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, and are not subject to a statutory hold period pursuant to applicable Canadian securities laws. The Offering remains subject to the final approval of the Toronto Stock Exchange.

Mr. Eric Sprott, through 2176423 Ontario Inc., a corporation beneficially owned by him, acquired Units in the Offering to maintain his pro rata ownership interest in the Company.

In connection with the Offering, Jamie Levy, the President, Chief Executive Officer and a director of the Company, acquired 189,190 Units, Phillip C. Walford, a director of the Company, acquired 67,560 Units, and Stephen Reford (together with Messrs. Levy and Walford, the "Insiders"), a director of the Company, acquired 60,000 Units. Participation by the Insiders in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. Written consent resolutions of the board of directors of the Company were passed approving the Offering. Messrs. Levy, Walford and Reford confirmed that they would have abstained from voting as a result of their respective disclosable interests in the Offering had such matters been considered at a duly called meeting of the board of directors, and Messrs. Levy, Walford and Reford executed such consent resolutions solely in order that they may take effect as consent resolutions pursuant to the provisions of the Business Corporations Act (Ontario). No special committee was established in connection with the Offering and the participation of the Insiders, and no materially contrary view was expressed by any director of the Company. The Company did not file a material change report 21 days prior to closing

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of the Offering as the participation of the Insiders in the Offering had not been confirmed at that time.

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:

Jamie Levy
President and Chief Executive Officer
t: 416.640.2934

Item 9. Date of Report

June 25, 2025.

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 relating to the proposed use of proceeds from the Offering, receipt of all final regulatory approvals in connection with the Offering; the anticipated advancement of the Marathon Project; and future development plans.

Although the Company believes that the expectations expressed in such forward-looking 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 prices of palladium, copper 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, 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, continued availability of capital and financing, uncertainties involved in interpreting geological data and the accuracy of mineral reserve and resource estimates, environmental compliance and changes in environmental legislation and regulation, the Company's relationships with Indigenous communities, results from planned exploration and drilling activities, local access conditions for drilling, 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, 2024, and in the continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca.

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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 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. For more information on the Company, investors are encouraged to review the Company's public filings on SEDAR+ at www.sedarplus.ca.