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Generation Mining Limited Interim / Quarterly Report 2021

Nov 10, 2021

47559_rns_2021-11-09_301d2311-1bb2-4b83-aea6-c88709541929.pdf

Interim / Quarterly Report

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

This Management’s Discussion and Analysis (“MD&A”) reviews the condensed consolidated interim financial statements of operations of Generation Mining Limited and its wholly owned subsidiary company (together “Generation” or the “Company”) for the three and nine months ended September 30, 2021. The MD&A was prepared as of November 9, 2021 and should be read in conjunction with the consolidated financial statements for the three and nine months ended September 30, 2021 and 2020, and the December 31, 2020 year end audited consolidated financial statements including the notes thereto, prepared in accordance with the International Financial Reporting Standards or (“IFRS”). Certain non-IFRS measures are included in this MD&A and are outlined on page 29. The disclosure contained in this MD&A has been approved by the board of directors of the Company. All figures are in Canadian dollars unless stated otherwise. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com.

This MD&A includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical fact, that address future exploration activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes 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 forward-looking statements. Forward-looking statements should be read in conjunction with the risk factors described in the “Risk Factors” and “Cautionary Note Regarding Forward Looking Information” sections at the end of this MD&A and as described in the Company’s Annual Information Form ("AIF") for the year ended December 31, 2020.

OVERVIEW

The Company is an exploration and development stage company focused on the Marathon Palladium and Copper project located in Marathon, Ontario Canada (the “Marathon Property” or “Marathon Project” or the “Project”). The Company has a 83.5% joint venture interest in the Marathon Property (the “Marathon Joint Venture”) with Stillwater Canada Inc. (“Stillwater”), a subsidiary of Sibanye Gold Limited, trading as Sibanye-Stillwater (“Sibanye”). Sibanye is a leading international precious metals mining company, with a diverse portfolio of operations in the United States and Southern Africa.

Generation’s focus is the development of the Marathon Project, a large undeveloped platinum group metal and copper Mineral Resource in North America. The Company released the results of a Feasibility Study on March 3, 2021 and published the NI43-101 Technical Report dated March 25, 2021 which is available on the Company’s profile on SEDAR.com. The Feasibility Study estimated that at US$1725/oz palladium, and US$3.20/lb copper, Marathon Project’s Net Present Value (at a 6% discount rate) is approximately C$1.07 billion with a payback of 2.3 years and an Internal Rate of Return of 30%. Up front capital costs were estimated at C$665 million net of equipment financing and pre-production operating costs and production revenues. The mine would produce an estimated 245,000 palladium equivalent ounces per year over a 13-year mine life at an all in sustaining costs of US$809 per palladium-equivalent ounce.

The Company was incorporated under the Business Corporations Act (Ontario) on January 11, 2018. Its registered office is located at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) under the symbol GENM and OTCQB Venture Marketplace under the symbol GENMF. The Company also has a number of other exploration properties located in Canada.

1

Scientific and technical information contained in this MD&A relating to mineral reserves, mineral resources and exploration results was reviewed and approved by Drew Anwyll, P.Eng., M.Eng., Chief Operating Officer of the Company, and Rod Thomas, P.Geo., Director and Vice President, Exploration of the Company, each a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Readers are referred to the NI 43-101 technical report for the Marathon Project entitled, “Feasibility Study Marathon Palladium & Copper Project Ontario, Canada” (the “Feasibility Study”) dated March 23, 2021, prepared by Antoine Champagne, ing., Paul Murphy, ing., Louis-Pierre Gignac, ing., each of G-Mining Services Inc., Robert Raponi, P.Eng., of Ausenco Engineering Canada Inc. and Haggarty Technical Services, Eugene Puritch, P.Eng., FEC, CET, of P&E Mining Consultants Inc., and Craig Hall, P.Eng., of Knight Piésold Ltd. and WESC Inc., 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.sedar.com. The Feasibility Study supports the scientific and technical information set out in this MD&A.

HIGHLIGHTS

  • During the third quarter the Company made several key additions to the project team which further strengthens our ability to advance our business plan. These include:

  • Jean-Paul Deco joined Generation having previously worked as the head of Glencore’s Canadian copper business. Jean-Paul also has extensive global experience across mining, smelting, refining operations, trading as well as capital markets. Prior to his role in Canada, Jean-Paul worked in various lead financial and commercial roles within multiple Glencore subsidiaries.

  • Paul Murphy, Ing. was engaged to continue the advancement of Engineering and Procurement services. Mr. Murphy was previously with G-Mining Services (“G-Mining”) where he had a key role in the preparation of the Marathon Project Feasibility Study. At G-Mining, Mr. Murphy contributed to numerous engineering designs along with Project implementation and execution works.

  • The services of LQ Consulting and Management were retained with Gordon Lung, B.Eng filling the key role of Project Services Manager, and Pierre Legare, President of LQ as Senior Project Advisor. These two will contribute to advance the Marathon Project through the pre-construction phase and into the construction phase which is expected to start following the approval of the environmental assessment, permitting, and financing.

  • Steve Haggarty, P.Eng, President, Haggarty Technical Services will continue to support the Marathon Project as a consultant and Senior Technical Advisor working with Wood Canada Limited (“Wood”) on the processing plant engineering designs. Mr. Haggarty was pivotal in the recent Feasibility Study with specific contributions to the processing flowsheet and completion of the 2020 metallurgical test work at SGS-Lakefield.

  • Jeremy Dart was hired as Environmental Manager. Based out of Marathon, Jeremy was formerly employed by Barrick Gold for the past 21 years mainly at the Hemlo gold mine where his most recent title was Environment and Closure Superintendent. He has extensive experience in mining, environmental and closure management, watershed management, project management, permitting and approvals, and community relations.

  • Cathryn Moffett joined Generation as Manager of Community Consultation. Cathryn was formerly the Director of Sustainability for Detour Gold Corporation. Cathryn will focus on maintaining community relationships, sharing plain language information and leading community focussed projects.

2

  • In August, the Company appointed Endeavour Financial as its Financial Advisor to provide financial advisory services with respect to the development of the Marathon Project. Endeavour Financial, with offices in London, UK and George Town, Cayman Islands, and Vancouver, British Columbia, is one of the top mining financial advisory firms, with a record of success in the mining industry, specializing in arranging multi-sourced funding solutions for development-stage companies. The Endeavour Financial team has diverse experience in both natural resources and finance, including investment bankers, geologists, mining engineers, cash flow modelers and financiers.

  • In October, the Company awarded Wood, a global consulting and engineering company, the processing plant engineering and long lead-time procurement (“EP Services”) for the Marathon Project. The initial phase of the work will involve a value engineering phase to optimize project design and footprint prior to advancing detailed engineering. The goal is to complete engineering and initial procurement activities, with approximately 75% of the engineering to be complete at the start of construction. Initial early works associated with construction are anticipated in the second half of 2022 and are contingent on receiving critical permits following the approval of the Environmental Assessment expected in mid-2022.

  • In July 2020, the Company officially commenced the process to restart the Environmental; Assessment (“EA”) approval process and to complete an Environmental Impact Statement (“EIS”) report addendum. In November 2020, the Government of Canada and the Province of Ontario appointed the Joint Review Panel (“JRP”) members to continue the EA of the Company’s Marathon Project. Updated baseline studies were submitted in November 2020 and the initial volume of the EIS was completed in January 2021 and the second volume in April 2021. The Company is currently submitting final responses to Information Requests (“IRs”) in order to meet sufficiency as determined by the JRP.

  • The Company also engaged Wood Environment and Infrastructure Solutions to support the preparation of its Closure Plan under Ontario Regulation 240/00, the application for an Environmental Compliance Approval for Industry Sewage Works pursuant to the Environmental Protection Act and federal permits as required under Section 35/Section 2 of the Fisheries Act for the Marathon Project in northwestern Ontario. These are the key permits that will be needed to allow for the start of mine construction. This work is progressing in parallel to the EA process.

  • Generation completed an 9875m exploration program on the Marathon Project which commenced in February 2021 and was completed in October 2021. The program focused initially on the W- Horizon extension, the W-Horizon Central Feeder Zone area, followed by drilling at the Biiwobik Prospect. Full results are detailed below under the header Exploration and Evaluation Activities.

MARATHON PROPERTY ACQUISITION AND JOINT VENTURE

On July 10, 2019, the Company, through Generation PGM Inc., completed the acquisition of a 51% initial interest in the Marathon Property and entered into a joint venture agreement with Stillwater. The Company paid $3,000,000 in cash and issued 11,053,795 common shares of the Company at a deemed price of $0.2714 per common share (totaling $3,000,000), for total consideration of $6,000,000. Pursuant to the joint venture agreement Generation had the right to increase its interest in the Marathon Property to 80% by sole funding $10,000,000 in exploration, evaluation and development expenditures and preparing a preliminary economic assessment (“PEA”) within four years (“Ownership Increase Right”). On February 19, 2020, the Company filed a PEA and in November 2020 incurred $10,000,000 in exploration and evaluation expenditures fulfilling the Ownership Increase Right. On November 27, 2020, the Company increased its ownership interest to hold a 80% interest in the Marathon Property. On December 14, 2020 Stillwater elected to forgo its proportionate share of joint venture funding and dilute pursuant to the provisions of the joint venture agreement (“Dilution Provisions”). On July 21, 2021, Stillwater elected to not exercise its ownership increase right to expand its ownership in the Marathon Property to 51%. Pursuant to the Dilution Provisions Generation Mining holds an 83.5% and Stillwater a 16.5% interest in the joint venture as at September 30, 2021.

3

FEASIBILITY STUDY

On March 3, 2021, the Company announced the results of a Feasibility Study for the Marathon Palladium and Copper Project. On March 25, 2021, the Company filed the NI 43-101 titled Feasibility Study Marathon Palladium & Copper Project Ontario, Canada on SEDAR. All dollar amounts are in Canadian dollars, stated on a 100% project ownership basis, and based on the base case analysis unless otherwise noted.

Subsequent to completing the Feasibility Study, the Company has been progressing the design and permitting of the Marathon Project. The Company has commenced the hiring of key individuals and consultants to advance the project to ultimate construction which are outlined above under the Highlights section. In October, the Company awarded Wood, a global consulting and engineering company, the processing plant engineering and long lead-time procurement (“EP Services”) for the Marathon Project. The initial phase of the work will involve a value engineering phase to optimize project design and footprint prior to advancing detailed engineering. The goal is to complete engineering and initial procurement activities, with approximately 75% of the engineering to be complete at the start of construction. Initial early works associated with construction are anticipated in the second half of 2022 and are contingent on receiving critical permits following the approval of the Environmental Assessment expected in mid-2022.

Feasibility Study Highlights[(3)]

  • Robust economics: Internal Rate of Return (“IRR”) (after-tax) of 29.7% and a Net Present Value (“NPV”) (6%) of $1.07 billion based on a long-term price of US$1,725/oz for palladium and US$3.20/lb for copper,

  • Using spot metal prices[1] : IRR of 47%, NPV6% of $2.02 billion and payback of 1.5 years using spot prices of US$2,395/oz for palladium and US$3.99/lb for copper,

  • Quick payback on low Initial Capital: $665 million (US$520 million) net of equipment financing and a 2.3-year payback period,

  • Low operating costs and attractive AISC: LOM average cash costs of US$687/PdEq oz[2] and all-in sustaining costs (AISC) of US$809/PdEq oz[(2)] ,

  • Payable metals: 1.9 M oz palladium, 467 M lbs copper, 537,000 oz platinum, 151,000 oz gold and 2.8 M oz silver,

  • First three years of production following commercial production: $979 million of free cash flow, Payable metal: 588,000 oz of palladium and 122 M lbs of copper from approximately 270,000 tonnes of Cu-Pd concentrate shipped,

  • The Project is expected to generate direct corporate taxes and duties to the provincial and federal governments of $944 million.

The Feasibility Study was prepared by G Mining Services Inc. (“GMS”), along with contributions from Ausenco Engineering Canada Inc. (“Ausenco”), Haggarty Technical Services (“HTS”), Knight Piésold Ltd. (“KP”), WESC Inc. and P&E Mining Consultants Inc. (“P&E”).

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1 Spot Price on 22 February 2021: Pd = US$2,395/oz; Cu = US$3.99/lb; Pt = US$1,268/oz; Au = US$ 1,807/oz; Ag = US$27.45/oz; Pd, Pt, Au and Ag prices sourced LBMA; Cu price sourced on LME Copper; C$/US$ exchange rate = 1.266, sourced Bank of Canada prior week average ending 22 Feb. 2021

2 PdEq grade is calculated based on: ((𝑃 𝑈 $1,725/31.10348 𝑥𝑥 𝑃 𝑔 𝑔𝑔𝑃𝑃𝑔𝑔 𝑔𝑔/𝑡𝑡 + 𝐶 𝑈 $3.20/2204.6 𝑥𝑥 𝐶 𝑔 𝑔𝑔𝑃𝑃𝑔𝑔 %/100 + 𝐴𝐴𝐶𝐶 𝑈 $1,400/31.10348 𝑥𝑥 𝐴𝐴𝐶𝐶 𝑔 𝑔𝑔𝑃𝑃𝑔𝑔 𝑔𝑔/𝑡𝑡+ 𝑃𝑃𝑡𝑡 𝑈 $1,000/31.10348 𝑥𝑥 𝑃𝑃𝑡𝑡 𝑔 𝑔𝑔𝑃𝑃𝑔𝑔 𝑔𝑔/𝑡𝑡+ 𝐴𝐴𝑔𝑔 𝑈 $20/31.10348 𝑥𝑥 𝐴𝐴𝑔𝑔 𝑔 𝑔𝑔𝑃𝑃𝑔𝑔 𝑔𝑔/𝑡𝑡))/ (𝑃 𝑈 $1,725/31.10348)

3 Certain non-IFRS measures are included in this MD&A and are outlined on page 24.

4

Key results and assumptions used in the Feasibility Study are summarized in the table below.

Price Assumptions(a) Units Base Case
Palladium US$/oz $1,725
Copper US$/lb $3.20
Platinum US$/oz $1,000
Gold US$/oz $1,400
Silver US$/oz $20.00
Exchange Rate C$/US$ 1.28
Diesel Fuel $/L 0.77
Electricity $/kWhr 0.08

Note:[(a)] Commodities listed in order of revenue.

Operating Data Units Pre-Production Operations Total
Mine life years 2 12.6 14.6
Total Milled Tonnes Mt 1.9 115.8 117.7
Total Mined Tonnes Mt 25.4 421.8 447
StripRatio waste:ore 3.33 2.77 2.80
Metal Production1 Units Recovered Payable % of
Metals Metal Revenue
Palladium k oz 2,028 1,905 58.7%
Copper M lbs 493 467 26.8%
Platinum k oz 634 537 9.6%
Gold k oz 183 151 3.8%
Silver k oz 3,796 2,823 1.0%

Note:[1] LOM metal production including pre-production period.

Capital Costs Units
Initial Capital2 $M 665
LOM SustainingCapital $M 423
LOM Total Capital $M 1,087
Closure Costs $M 66

Note:[2] Initial Capital shown after equipment financing and preproduction operating costs and production revenues.

Operating Costs Units
Mining3 $/t mined 2.53
Processing $/t milled 9.08
General & Administration $/t milled 2.48
Transport & Refining Charges $/t milled 2.80
Royalties $/t milled 0.03
Total Operating Costs $/t milled 23.63
LOM Average Operating Cost US$/oz PdEq 687
LOM Average AISC US$/oz PdEq 809

Note: Refer to Non-IFRS Financial Measures at the end of the MD&A. 3 Mining cost also noted as $9.23/tonne milled.

5

Economic Analysis Base Case Units Base Case Spot Price4
Pre-tax Undiscounted Cash Flow $M 3,004 5,305
Pre-tax NPV6% $M 1,636 3,042
Pre-tax IRR % 38.6 59.9
Pre-tax Payback years 1.9 1.2
After-tax Undiscounted Cash Flow $M 2,060 3,626
After-tax NPV6% $M 1,068 2,025
After-tax IRR % 29.7 46.5
After-tax Payback years 2.3 1.5

Note:[4] Spot Price on 22 February 2021: Pd = US$2,395/oz; Cu = US$3.99/lb; Pt = US$1,268/oz; Au = US$1,807/oz; Ag = US$27.45/oz; Pd, Pt, Au and Ag prices sourced LBMA; Cu price sourced on LME Copper.

Mining

Mining methods will employ conventional open pit, truck and shovel operating practice. Three pits will be mined over the 13-year mine life, with an additional two years of pre-production mining to be undertaken where waste material is being mined for construction and ore stockpiled ahead of processing plant commissioning. The mining equipment fleet is to be owner-operated and will include outsourcing of certain support activities such as explosives manufacturing and blasting. Production drilling and mining operations will take place on a 10 m bench height. The primary loading equipment will consist of two hydraulic face shovels (29 m[3] bucket size) and one large front-end wheel loader (30 m[3] bucket size). The loading fleet is matched with a fleet of 13 x 216 tonnes haulage trucks. A fleet of two 90 tonnes excavators will be used to excavate the limited volume of overburden material and will also be allocated to mining of the narrowthickness ore zones associated with the W-Horizon in the South Pit to mitigate additional dilution.

Mining production at peak capacity is 40 Mt per year (110,000 tonnes per day (“t/d”)). Total material moved over the life of the operation is 447 Mt with 118 Mt of ore mined.

The Marathon Deposit is well defined and characterized by ore outcropping on surface, wide, and moderately dipping mineralized zones. The open pit operation includes a waste rock dump immediately to the east of the open pits and an ore stockpile (peak capacity of approximately 12 Mt) to the west of the pits, proximal to the crusher location.

Processing

The Project process design is based on the optimized flowsheet as determined by operational considerations and the 2020 metallurgical test programs. The process plant is designed to operate at 9.2 Mt per year (25,200 t/d) and will produce a copper-palladium concentrate for marketing.

The process plant flowsheet includes a conventional comminution circuit consisting of a SAG mill, pebble crusher followed by a ball mill (“SABC”). The flotation portion of the process plant includes rougher flotation, concentrate regrind and three stages of cleaning. After the initial construction phase, the palladium-scavenger (“PGM-Scavenger”) circuit will be installed and including cyclone classification of rougher tailings to reject the fine fraction and submit coarser fractions to additional regrinding and PGM scavenger flotation. The PGM-Scavenger circuit will add incremental recovery improvement to achieve the recoveries established in the 2020 metallurgical testing programs.

6

Metal % Recovery at Average Recovery Equations
Reserve Grade
Palladium 86.9% % Rec Pd = 88.27 x (Pd head grade
Exp(0.0338)) , to a maximum of 92%
Copper 93.0% % Rec Cu = 93.0 (constant)
Platinum 84.2% % Rec Pt = 1.22 x (% Rec Pd) - 21.79
Gold 72.4% % Rec Au = 1.39 x (% Rec Pd) - 48.37
Silver1 71.5% % Rec Ag = 71.5 (constant)

Note:[1] Silver recovery assumes prior metallurgical test recoveries.

The flotation circuit design incorporates Woodgrove Direct Flotation Reactors (“DFRs”) which provide decreased power consumption and improved operational performance. Concentrate thickening, concentrate filtering, tailings thickening, water management, and a Tailings Storage Facility (“TSF”) complete the flowsheet.

The below table identifies the key elements in the Cu-PGM concentrate as produced from the mini-pilot plant from the 2020 metallurgical test program.

Element Unit South Pit North Pit
(W-Horz.) (Main Zone)
Pd g/t 171 39
Cu % 18.7 19.7
Pt g/t 43.5 7.6
Au g/t 17.6 3.3
Ag g/t > 50 68
Rh g/t 2.4 0.58

Note: Only key elements are listed in this table. The concentrate is low in deleterious elements; no smelter penalties are anticipated in concentrate marketing.

Site Infrastructure

The existing regional infrastructure in the area of the Project is well established and will allow for the efficient logistics associated with project execution and operations including the movement of the Cu-Pd concentrate to a third-party, off-site smelter. All site infrastructure facilities, including the roads and access, process plant buildings, workshops, warehouse, administrative buildings, water treatment plants, explosive plant, communication systems, power and power transmission line required for the Project during construction and operation have been considered in the Project design. Off-site infrastructure (including transload concentrate facility, assay lab and accommodation units) required to support the operation have also been included.

The TSF design methodology includes downstream constructed embankments using run-of-mine rockfill with embankments founded directly on bedrock. Majority of the TSF area consists of exposed bedrock with a thin intermittent layer of sand and gravels. The upstream face of embankments includes an HDPE Geomembrane to minimize seepage. The construction methodology includes for bulk material placement with the mining fleet. Directly associated with the TSF is robust water management facilities that are deemed to support the operation and the robust environmental stewardship.

7

Capital and Operating Cost Summary

The initial capital cost considers a site-based construction timeframe of approximately 18 months followed by a commissioning and ramp-up to commercial production over a period of approximately 9 months. During the pre-commercial production, the costs and revenue associated with operations will be capitalized and included in the capital costs. Construction Indirects and General and Owner’s costs are related to the expenses other than the direct equipment purchase and direct construction costs.

Sustaining Capital items include future equipment purchases and replacements and major planned component replacements for the mining fleet, the progressive build of the TSF over the life of the operation, installation of the PGM-Scavenger circuit following commercial production and infrastructure developments to support the growth and contribute to operational improvements following initial construction.

Capital Costs Initial Sustaining Total
($ M) ($ M) ($ M)
Mining 127.8 184.1 311.9
Process Plant 269.2 38.5 307.7
Infrastructure 107.7 29.3 136.9
Tailings Storage and Water Management 61.2 170.8 232.0
Construction Indirects 113.5
General and Owner's Cost 14.9
Preproduction, Startup, Commissioning (52.9)
Subtotal (before equipment financing) 641.4 422.6 988.5
Contingency1 74.8
Subtotal (including contingency) 716.1
Less: Equipment Financing Drawdowns (72.4)
Add: Equipment Lease Payment & Fees 21.0
Total Initial Capital (after equipment 664.7 422.6 1087.3
financing)
Closure & Reclamation2 65.9 65.9
Total Capital Costs 664.7 488.5 1153.2

Note:[1 ] Contingency included at project sub-category basis and totals approximately 11.7%. 2 Closure cost estimate is $55.1M, additional cost included for carrying cost of closure bond. Sums may not total due to rounding.

Operating Costs $ M $/tonne milled US$/oz PdEq
Mining_1_ 1,069 9.23 268
Processing 1,051 9.08 264
General & Administration and 287 2.48 72
Others
Concentrate Transport Costs 146 1.26 37
Treatment & Refining Charges 178 1.54 45
Royalties 4 0.03 1
LOM Operating Costs 2,736 23.61 687
Closure & Reclamation 66 0.57 17
SustainingCapital 423 3.65 106
LOM AISC 3,224 27.78 809

Note: 1) Unit mining cost per tonne mined $2.53/t. 2) See Non-IFRS measures as set out on page 29 of this MD&A

8

Economic Analysis (presented on a 100% ownership basis, base case assumptions)

The economic cash flow model of the Project, using long-term price of US$1,725/oz for platinum, US$3.20/lb for copper, and a C$/US$ exchange rate of 1.28, generates an after-tax NPV of $1.07 billion, at a 6% discount rate, and an after-tax IRR of 29.7%. Payback is 2.3 years on initial capital. Before taxes, the NPV at 6% is $1.64 billion and IRR is 38.8% with a payback of 1.5 years. The economic analysis is carried out in real terms (i.e., without inflation factors) in Q1 2021 Canadian dollars without any project financing but inclusive of equipment financing and costs for closure bonding.

The Project has significant leverage to the palladium and copper prices. The after-tax valuation sensitivities for the key metrics are shown below.

Palladium Price
**US$/oz ** 1,000 1,250 1,500 1,725 1,850 2,000 2,500
NPV6% ($M) 356 601 847 1,068 1,190 1,337 1,831
Payback (yrs) 4.3 3.2 2.6 2.3 2.1 2.0 1.6
IRR(%) 14.8% 20.2% 25.3% 29.7% 32.1% 34.8% 43.7%
Copper Price
US$/lb 2.00 2.50 3.00 3.20 3.50 4.00 4.50
NPV6% ($M) 792 907 1,022 1,068 1,137 1,251 1,365
Payback (yrs) 2.7 2.5 2.3 2.3 2.2 2.1 2.0
IRR(%) 24.7% 26.8% 28.9% 29.7% 30.9% 32.9% 34.8%
After-Tax Results OPEX Sensitivity
-20%
-15%
0%
15%
20%
NPV 6% ($M)
Payback (yrs)
IRR(%)
1,270
1,220
1,068
916
866
2.1
2.1
2.3
2.4
2.5
33.0%
32.2%
29.7%
27.1%
26.2%
After-Tax Results CAPEX Sensitivity
-20%
-15%
0%
15%
20%
NPV 6% ($M)
Payback (yrs)
IRR(%)
1,195
1,163
1,068
972
940
1.9
2.0
2.3
2.6
2.7
37.7%
35.4%
29.7%
25.3%
24.1%
Discount Rate NPV (After-Tax)
Sensitivity ($M)
0% 2,060
5% 1,191
6% 1,068
8% 859
10% 689

9

Mineral Resources

The Mineral Resource Estimate below is for the combined Marathon, Geordie and Sally deposits. The Mineral Resource Estimates were prepared by P&E Mining Consultants Inc.

Pit Constrained Combined Mineral Resource Estimate1-8for the Marathon, Geordie and Sally
Deposits (Effective date June 30, 2020)
Pit Constrained Combined Mineral Resource Estimate1-8for the Marathon, Geordie and Sally
Deposits (Effective date June 30, 2020)
Pit Constrained Combined Mineral Resource Estimate1-8for the Marathon, Geordie and Sally
Deposits (Effective date June 30, 2020)
Pit Constrained Combined Mineral Resource Estimate1-8for the Marathon, Geordie and Sally
Deposits (Effective date June 30, 2020)
Pit Constrained Combined Mineral Resource Estimate1-8for the Marathon, Geordie and Sally
Deposits (Effective date June 30, 2020)
Pit Constrained Combined Mineral Resource Estimate1-8for the Marathon, Geordie and Sally
Deposits (Effective date June 30, 2020)
Mineral
Tonnage
Pd
Cu
Au
Pt
Ag
Resource
Category
kt
g/t
koz
%
M lbs
g/t
koz
g/t
koz
g/t
koz
Marathon Deposit
Measured
113,793
Indicated
89,012
M+I
202,806
Inferred
6,931
0.63
2,304
0.45
1,296
0.55
3,599
0.43
95
0.20
502
0.19
373
0.20
875
0.17
26
0.07
262
0.06
182
0.07
444
0.08
17
0.21
762
0.16
449
0.19
1,211
0.14
32
1.49
5,466
1.77
5,078
1.62
10,544
1.55
345
Geordie Deposit
Indicated
17,268
Inferred
12,899
0.56
312
0.51
212
0.35
133
0.28
80
0.05
25
0.03
14
0.04
20
0.03
12
2.4
1,351
2.4
982
Sally Deposit
Indicated
24,801
Inferred
14,019
0.35
278
0.28
124
0.17
93
0.19
57
0.07
56
0.05
24
0.2
160
0.15
70
0.7
567
0.6
280
Total Project
Measured
113,793
Indicated
131,081
M+I
244,874
Inferred
33,849
0.63
2,304
0.45
1,886
0.53
4,190
0.40
431
0.20
502
0.21
599
0.20
1,101
0.22
163
0.07
262
0.06
263
0.07
525
0.05
55
0.21
762
0.15
629
0.18
1,391
0.10
114
1.49
5,466
1.66
6,996
1.58
12,462
1.48
1,607

Notes:

1. Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, (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. Mineral Resources are reported within a constraining pit shell at a NSR cut-off value of $13/t.

5. NSR (C$/t) = (Ag x 0.48) + (Au x 42.14) + (Cu x 73.27) + (Pd x 50.50) + (Pt x 25.07) – 2.62.

6. The Mineral Resource Estimate was based on metal prices of US$3.00/lb copper, US$1,500/oz gold, US$18/oz silver, US$1,600/oz palladium, and US$900/oz platinum.

7. Mineral Resources are inclusive of Mineral Reserves.

8. Contained metal totals may differ due to rounding.

10

Mineral Reserves

The Mineral Reserve Estimate for the Marathon Project includes only the Marathon deposit. The Mineral Reserve Estimate was prepared by GMS.

Marathon Project Open Marathon Project Open Pit Mineral Reserve Estimates1-8 (Effective date September Pit Mineral Reserve Estimates1-8 (Effective date September Pit Mineral Reserve Estimates1-8 (Effective date September Pit Mineral Reserve Estimates1-8 (Effective date September Pit Mineral Reserve Estimates1-8 (Effective date September Pit Mineral Reserve Estimates1-8 (Effective date September 15, 2020)
Mineral Tonnage Pd Cu Au Pt Ag
Reserves
Category
kt
%
g/t
koz
% M lbs g/t koz
g/t
koz
g/t
koz
Proven 85,091
72
0.660 1,805 0.202
379
0.070 191 0.212 581 1.359 3,719
Probable 32,610
28
0.512
537
0.213
153
0.061 64 0.168 176 1.541 1,616
P+P 117,701 100% 0.619 2,342 0.205
532
0.067 255 0.200 756 1.410 5,334

Notes:

1. CIM definitions were followed for Mineral Reserves (see above Note 1).

2. Mineral Reserves are estimated at a cut-off grade varying from $18.00 to $21.33 NSR/t of ore.

3. Mineral Reserves are estimated using the following long-term metal prices (Pd = US$1,500/oz, Pt = US$900/oz, Cu = US$2.75/lb, Au = US$1,300/oz and Ag = US$16/oz) and an exchange rate of C$/US$ of 1.33).

4. A minimum mining width of 5 m was used.

5. Bulk density of ore is variable and averages 3.07 t/m[3] .

6. The average strip ratio is 2.8:1.

7. The average mining dilution factor is 9%.

8. Numbers may not add due to rounding.

The Feasibility Study was prepared through the collaboration of the following consulting firms and Qualified Persons:

Consulting Firms Area of Responsibility Qualified Person
G-Mining Services Mineral Reserves Estimate Antoine Champagne, P.Eng.
Mine design
Infrastructure design Paul Murphy, P.Eng.
Capital costs and operating costs Antoine Champagne, P.Eng.
(Mining and G&A)
Financial analysis Louis-Pierre Gignac, P.Eng
Ausenco Engineering Metallurgical Testing Robert Raponi, P.Eng
Canada Inc. Plant design
and Haggarty Technical Capital and Operating costs (Plant)
Services
P&E Mining Mineral Resource Estimate Eugene Purich, P.Eng., FEC,
Consultants Inc. Geological technical information CET
QA/QC review of drilling and
sampling data
Knight Piésold Ltd. Tailings design and water Craig Hall, P.Eng
and WESC Inc. management
Environmental studies and permitting

11

COMMUNITY, ENVIRONMENT AND PERMITTING

The development of a mining project in Ontario requires various approvals from both the Federal and Provincial governments. Project permitting is generally split into two phases, the Environmental Assessment (“EA”) phase followed by the permitting phase.

The Project is being assessed in accordance with the Canadian Environmental Assessment Act (“CEAA”, 2012) and Ontario’s Environmental Assessment Act (“EA Act”) through a Joint Review Panel (“JRP”) pursuant to the Canada-Ontario Agreement on Environmental Assessment Cooperation (2004).

Following approval of the Federal and Provincial Environmental assessments, various permits, approvals and licenses will be required to construct and operate the Project.

The initial EA process was commenced by the prior proponent (Stillwater Canada Inc) of the Marathon Project in 2010 and was put on hold in January 2014. In September 2019, the Company received confirmation from the government that the Marathon Project will remain subject to the requirements of the Canadian Environmental Assessment Act (2012) and the Ontario Environmental Assessment Act (1990) and the process could be restarted.

In July 2020, the Company officially commenced the process to restart the EA approval process and to complete an Environmental Impact Statement (“EIS”) report addendum. In November 2020, the Government of Canada and the Province of Ontario appointed the Joint Review Panel (“JRP”) members to continue the EA of the Company’s Marathon Project. Updated baseline studies were submitted in November 2020 and the initial volume of the EIS was completed in January 2021 and the second volume in April 2021. The EIS provides an outline and analysis of key elements of the Project design, the environmental, economic and social components along with the mitigation, controls and benefits that will be present over the life cycle of the Project from construction to post closure. The Project is being assessed in accordance with the Canadian Environmental Assessment Act (CEAA, 2012) and Ontario’s Environmental Assessment Act through a Joint Review Panel (“JRP” or “Panel”). The JRP is an independent single Environmental Assessment (“EA”) process that is harmonized with the Federal and Ontario provincial governments and will conclude with a recommendation report from the JRP to the federal and provincial Ministers.

The JRP report is expected to be completed in the second quarter of 2022. The budgeted costs to receipt of the JRP report is approximately $4.7 million. At a high-level, the steps that are required to complete the process are as follows:

  • submit final responses to Information Requests and meet sufficiency as determined by the Panel

  • undertake the JRP hearings which will be scheduled within 45 days of the achieving sufficiency (estimated to be during the first quarter of 2022),

  • the JRP will assess the potential environmental effects of the Project, and prepare a report making recommendations to the federal and provincial Ministers of the environment, and

  • following the completion of the JRP process and in conjunction with detailed engineering, progress the draft closure planning, begin preparing the construction and operating permit applications and collaborate with Indigenous communities to establish environmental monitoring field programs in anticipation of EA approval and construction.

To assist with the permitting program, the sustainability team is being supported by:

  • Stantec: lead the EA process and EIS report addendum update,

  • Wood: closure planning, fisheries compensation planning and advance permits to allow for construction to commence,

  • Knight Piésold: tailings and water management facility designs,

  • EcoMetrix: geochemistry, aquatics, water quality modelling, and

  • Northern BioScience: monitoring of species at risk and terrestrial studies on the property.

The Company and its predecessors have been engaged in consultation and negotiations with a number of Indigenous communities and regional municipalities with respect to the Project since 2004. The Company

12

along with the identified communities are progressing relationships through regular meetings and interactions to advance towards the development of the Project. The Company is striving to ensure these partnerships have mutually beneficial outcomes and anticipates strong and long-lasting relationships with these groups.

During the first quarter of 2021, the Company and Biigtigong Nishnaabeg (“BN”) signed an Agreement in Principle which outlines the framework for a Community Benefit Agreement (CBA). BN has been an integral part of the environmental assessment process and Marathon Project planning. Formalizing the long-term relationship with an Agreement in Principle signals the community leadership’s support, in principle, for the Marathon Project and the Company’s commitment to provide community benefits including training, jobs, business opportunities and financial participation.

EXPLORATION AND EVALUATION ACTIVITIES – MARATHON PROPERTY

2021 Drill Program

In February 2021, the Company initiated an exploration drilling program on the Marathon Property. The program consists of 2008m drilled during the winter and 7867m drilled during the summer and fall.

Winter Program

The winter program consisted of three completed holes over approximately 1689m. Drilling was focused on evaluation of the potential for high grade, ramp accessible resources which could potentially extend the life of the proposed operation. Results from the three holes completed over the western extension of the W- Horizon are provided below. Highlights include three high grade intercepts consisting of 3.19 g/t Pd over 4 m in Hole 553 from 470 m to 474 m, 4.3 g/t Pd over 4 m in Hole 554 from 410 m to 414 m and, also in Hole 554, 3.06 g/t Pd over 4 m from 450 m to 454 m. These intercepts sit within a broad zone of mineralization at least 100 m wide and approximately 50 m to 100 m thick and some 300 m down dip from the western margins of the Marathon Deposit. Drill core assay results for the winter program are as follows:

Hole ID From To Length* Pd Pt Au Cu PdEq**
(m) (m) (m) (g/t) (g/t) (g/t) (%) (g/t)
M-21-552 434 444 10 1.14 0.36 0.21 0.20 1.78
498 542 44 0.38 0.10 0.04 0.25 0.78
M-21-553 416 482 66 0.55 0.24 0.05 0.05 0.79
including 470 474 4 3.19 1.06 0.25 0.20 4.26
515 524 9 0.26 0.08 0.03 0.20 0.58
M-21-554 410 422 12 1.79 0.33 0.20 0.38 2.64
including 410 414 4 4.30 0.81 0.48 0.63 5.96
450 470 20 0.95 0.30 0.07 0.11 1.33
including 450 454 4 3.06 0.87 0.20 0.24 4.03
506 542 36 0.29 0.07 0.04 0.28 0.72

* Drill intercepts lengths approximate true widths.

** The Palladium Equivalent (“PdEq”) calculation expressed in g/t is the sum of the theoretical in situ value of the constituent metals (Au + Pt + Pd + Cu) divided by the value of one gram of palladium. The calculation makes no provision for expected metal recoveries or smelter payables. USD per ounce commodity prices of $1,725, $1,000, $1,400 were used, respectively, for Pd, Pt and Au and a $3.20/lb value was assigned for Cu.

13

Summer Program

The summer program was designed to test the following areas which are all located external to the Marathon Resource:

W Horizon - Central Feeder Zone

Exploration activities were focused on evaluating the potential for high grade, ramp accessible resources which could, in the future, potentially extend the life of the Marathon Project. The summer exploration drill program was designed to test along strike and down dip to gain insight into the geometry and the continuity of higher‐grade intervals of the Central Feeder Zone (“CFZ”).

Seven holes, in aggregate 3,727 m, were drilled as 50 m to 75 m step outs from earlier holes that were drilled in the CFZ. Results are tabulated in the table below. All seven holes tested targets down dip and outside of the resource pit margin. Holes M‐21‐555 and M‐21‐556 were collared east of the pit margin due to surface access limitations. Hole‐21‐ 555 intersected an interval of mineralized oxide melatroctolite near the top of the hole. Additionally, an interval of semi‐massive sulfides was also intersected near the bottom of the hole at a shallower depth than anticipated. The target depth was estimated from conductive plate modeling of down‐hole pulse electromagnetic (“DHPEM”) survey results from a nearby hole that was surveyed during the winter drilling program. Neither interval has been incorporated into the existing resource estimate. Similarly, Hole M‐21‐556 also tested a DHPEM target. Although no massive or semi‐ massive sulphides were intersected in this hole there are two disseminated mineralized intervals which occur over the anticipated conductive target depth range.

Drill assay results for the Central Feeder Zone are presented in the following table:

Hole ID From To Length Pd Pt Au Ag Cu PdEq** Mineralization
m m m* **g/t ** **g/t ** **g/t ** **g/t ** % **g/t ** Style
M-21-555 67 73 6 0.92 0.21 0.09 0.93 0.14
1.29

Oxide
Melatroctolite
And 391 452 61 0.38 0.12 0.04 1.22 0.29
0.86

Main Zone
Including 391 401 10 0.69 0.22 0.07 1.68 0.39
1.37

Main Zone
Also 448 452 4 1.00 0.21 0.04 1.73 0.8
2.18

Semi Massive
Sulphides
M-21-556 61 69 8 0.70 0.19 0.04 0.18 0.06
0.92

Oxide
Melatroctolite
And 91 99 8 0.53 0.09 0.04 0.30 0.07
0.70

Oxide
Melatroctolite
And 299 329 30 0.35 0.16 0.05 1.15 0.26
0.82

Main Zone
And 362 372 10 0.17 0.10 0.06 0.58 0.11
0.42

Main Zone
M-21-557 148 176 28 0.32 0.06 0.02 0.25 0.05
0.43

Oxide
Melatroctolite
And 415 440 25 0.80 0.29 0.11 0.82 0.18
1.29

Bornite (W-
Type)
Including 416 419 3 1.85 0.66 0.31 1.43 0.28
2.82

Bornite (W-
Type)
Also 434 439 6 1.79 0.66 0.16 1.32 0.26
2.63

Bornite (W-
Type)
And 500 522 22 0.30 0.09 0.04 1.05 0.21
0.66

Main Zone
M-21-558 138 144 6 0.52 0.17 0.18 0.97 0.15
0.95

Hangingwall
And 156 160 4 0.43 0.07 0.04 0.45 0.07
0.59

Oxide
Melatroctolite
And 170 174 4 0.41 0.08 0.03 0.30 0.05
0.54

Oxide
Melatroctolite
And 182 188 6 0.38 0.07 0.03 0.33 0.05
0.51

Oxide
Melatroctolite
And 427 443 16 0.75 0.68 0.05 0.61 0.05
1.25

Bornite (W-
Type)
Including 427 431 4 2.40 1.72 0.12 0.25 0.02
3.51

Bornite (W-
Type)
And 497 569 72 0.26 0.08 0.05 1.18 0.23
0.65

Main Zone
Including 499 513 14 0.44 0.16 0.09 2.43 0.36
1.07

Main Zone
M-21-559 104 108 4 0.67 0.25 0.14 1.00 0.17
1.14

Hangingwall

14

Hole ID From To Length Pd Pt Au Ag Cu PdEq** Mineralization
m m m* **g/t ** **g/t ** **g/t ** **g/t ** % **g/t ** Style
And 140 152 12 0.25 0.06 0.03 0.62 0.11 0.46
Oxide
Melatroctolite
And 373 455 82 0.37 0.12 0.07 1.51 0.26 0.83
Main Zone
Including 417 423 6 1.00 0.32 0.16 2.43 0.45 1.90
Main Zone
M-21-560 112 114 2 1.36 0.29 0.10 0.8 0.16 1.81
Oxide
Melatroctolite
And 324 355 31 0.40 0.14 0.05 1.49 0.26 0.86
Main Zone
And 424 456 32 0.37 0.10 0.05 1.19 0.25 0.79 Main Zone
M-21-561 126 134 8 0.87 0.24 0.09 0.88 0.15 1.28
Oxide
Melatroctolite
And 369 373 4 1.87 0.79 0.33 0.83 0.13 2.76
Bornite (W-
Type)
Including 370 372 2 2.55 1.03 0.59 1.45 0.23 3.93
Bornite (W-
Type)
And 407 413 6 0.71 0.42 0.02 0.10 0.01 0.98
Main Zone

* Drill intercepts lengths approximate true widths. ** The Palladium Equivalent (“PdEq”) calculation expressed in g/t is the sum of the theoretical in situ value of the constituent metals (Au + Pt + Pd + Cu) divided by the value of one gram of palladium. The calculation makes no provision for expected metal recoveries or smelter payables. USD per ounce commodity prices of $1,725, $1,000, $1,400 were used, respectively, for Pd, Pt and Au and a $3.20/lb value was assigned for Cu.

Results were consistent with, and similar to, the results of the winter exploration drilling program. In the upper part of each hole there exists an interval or intervals of mineralized oxide melatroctolite (a magnetite bearing ultramafic rock) ranging from 2 to 12 metres in thickness. The oxide melatroctolite comprises approximately 2% of the Marathon Deposit mineral deposit resource inventory and is situated in the hanging wall of the Marathon Deposit. Several holes also intersected minor hanging wall mineralization which consists of thin veinlets of Main Zone-type mineralization (disseminated sulphides in Two Duck Gabbro) invading barren hanging wall. In the lower part of each hole there exists W‐Type mineralization which is similar to Main Zone mineralization but with a lower copper to platinum group elements ratio and averages 4 m thick underlain by a broader interval of Main Zone mineralization averaging 40 m in thickness. W-type mineralization is an example of sulphide upgrading, where the concentration of platinum group elements (“PGE”) is increased relative to copper, a process which was recognized at the Norilsk Deposit in Siberia, and which is also evident at the Marathon Deposit.

Since the Company discovered the CFZ in 2019 (see December 6th, 2019, news release), with drill holes M‐19‐537 and M‐19‐538, Generation has drilled a total of 24 holes into the CFZ. These holes define two stacked mineralized horizons comprising a high‐grade W‐type horizon which averages 4 m in thickness and an underlying interval of Main Zone‐style mineralization which averages 40 m in thickness. Both horizons form a broad zone of mineralization which extends some 300 m down dip from and 230 m below the currently defined resource pit shell and is some 200 m along strike (width). Drill density spacing within this broad zone of mineralization is 50 m to 75 m which is sufficient to undertake preliminary resource calculations should future circumstances warrant.

Biiwobik Prospect

Following the completion of the seven holes in the Central-Feeder Zone area, the drill was moved to the Biiwobik Prospect. The word for metal in the local First Nation language is Biiwobik.

The Biiwobik Prospect is situated at the northern extremity of the Marathon Palladium-Copper deposit. Drilling focused on drill testing the Chonolith and Power Line zones to evaluate the near surface potential for additional resources which could, in the future, potentially extend the life of the Marathon project. A total of eleven holes, in aggregate 4,149 metres, were drilled during the period July 9, 2021, to September 14, 2021.

Assays for all eleven holes have been received with hole MB‐21‐45 yielding one of the best results, intersecting a 46 m interval of 1.01 g/t Pd and 0.46% Cu from 50 m to 96 m downhole including 8 m of 1.92 g/t Pd and 0.83% Cu from 59 m to 67 m downhole as well as 5 m of 2.03 g/t Pd and 0.94% Cu from

15

73 m to 78 m downhole. Hole MB‐21‐45 is approximately 300 m north of the Marathon Deposit resource pit margin.

Significant assay results from the eleven holes are included in the Table below.

Hole ID From To Length Pd Pt Au Ag Cu PdEq** Mineralization
m m m **g/t ** **g/t ** **g/t ** **g/t ** % **g/t ** Style
MB-21-43
172
307 135 0.43 0.13 0.05 1.09 0.21 0.82 Main
Including 261 277 16 1.21 0.32 0.12 2.54 0.48 2.11 Main
MB-21-44
8
88 80 0.78 0.17 0.09 0.51 0.10 1.08 W-Type
Including 8 20 12 1.62 0.27 0.11 0.68 0.15 2.06 W-Type
And 220 226 6 0.56 0.16 0.04 0.43 0.09 0.81 Main
And 257 260 3 0.46 0.13 0.04 1.47 0.18 0.79 Main
And 263 266 3 0.57 0.13 0.05 2.30 0.33 1.11 Main
And 299 316 17 0.26 0.07 0.02 0.95 0.17 0.53 Footwall Type
And 325 355 30 0.52 0.12 0.05 1.39 0.31 1.02 Main
MB-21-45
6
34 28 0.73 0.18 0.10 0.85 0.10 1.04 Main
Including 6 12 6 1.22 0.26 0.07 1.30 0.08 1.53 Oxide
Melatroctolite
And 50 96 46 1.01 0.17 0.11 2.13 0.46 1.78 Main
Including 59 67 8 1.92 0.31 0.19 3.25 0.83 3.31 Bornite
Including 73 78 5 2.03 0.29 0.24 4.42 0.94 3.58 Bornite
And 215 252 37 0.74 0.20 0.07 1.65 0.38 1.40 Main
MB-21-46
87
99 12 1.06 0.22 0.09 0.53 0.13 1.43 Oxide
Melatroctolite
And 268 340 72 0.54 0.12 0.05 1.23 0.27 1.01 Main
Including 298 308 10 0.91 0.20 0.06 1.78 0.40 1.60 Main
MB-21-47
80
94 14 0.82 0.19 0.08 0.31 0.06 1.08 Oxide
Melatroctolite
And 154 172 18 0.52 0.14 0.08 1.90 0.23 0.98 Footwall
And 361 364 3 1.61 0.37 0.19 3.37 0.49 2.64 Footwall
And 369 372 3 0.83 0.30 0.10 2.67 0.37 1.58 Footwall
MB-21-48
121
127 6 1.32 0.30 0.09 0.47 0.13 1.74 Oxide
Melatroctolite
And 261 303 42 0.47 0.16 0.05 0.89 0.17 0.84 Footwall
And 309 329 20 0.61 0.23 0.05 0.97 0.18 1.03 Footwall
Including 313 315 2 2.16 0.81 0.15 1.40 0.28 3.12 Footwall
And 335 371 36 0.52 0.13 0.06 1.02 0.22 0.93 Main
MB-21-49
77
97 20 0.27 0.07 0.03 0.22 0.06 0.41 Main
And 289 298 9 0.22 0.05 0.04 1.00 0.13 0.45 Main
And 306 309 3 2.27 0.55 0.38 7.97 0.82 3.99 Footwall
No
Significant
MB-21-50
Intercepts

16

Hole ID From To Length Pd Pt Au Ag Cu PdEq** Mineralization
M **g/t ** **g/t ** **g/t ** **g/t ** % **g/t ** Style
MB-21-51
4.1
14 9.9 0.31 0.15 0.16 0.94 0.20 0.79 Oxide
Melatroctolite
And 37 47 10 0.73 0.19 0.13 0.92 0.19 1.20 Main
Including 43 47 4 1.27 0.30 0.23 1.50 0.31 2.04 Main
And 71 75 4 0.82 0.27 0.08 0.25 0.05 1.10 Oxide
Melatroctolite
And 187 201 14 0.25 0.06 0.02 0.44 0.08 0.41 Footwall
And 219 223 4 0.70 0.20 0.05 0.95 0.17 1.09 Main
And 261 269 8 0.51 0.31 0.03 0.25 0.05 0.77 W-Style
MB-21-52 24 64 40 0.55 0.10 0.07 1.42 0.30 1.07 Main
Including 40 50 10 0.97 0.17 0.13 2.74 0.59 1.96 Main
And 70 78 8 0.61 0.13 0.07 0.55 0.09 0.87 Main
And 216 234 18 0.24 0.04 0.03 0.99 0.23 0.58 Main
And 256 340 84 0.55 0.16 0.06 1.29 0.27 1.06 Main
Including 266 294 28 0.88 0.22 0.08 2.04 0.45 1.67 Main
MB-21-53 11 47 36 0.29 0.06 0.06 1.13 0.24 0.69 Main
And 73 87 14 0.23 0.06 0.03 0.71 0.13 0.47 Main
And 161 169 8 0.34 0.07 0.04 1.28 0.23 0.73 Footwall
And 181 197 16 0.49 0.12 0.05 1.56 0.24 0.92 Footwall
Including 181 185 4 0.94 0.16 0.07 3.05 0.47 1.73 Footwall
And 239 265 26 0.91 0.20 0.08 1.92 0.38 1.61 Main
Including 247 253 6 1.23 0.29 0.11 2.50 0.51 2.16 Main
Also
Including 257 259 2 2.18 0.35 0.21 2.50 0.51 3.22 Main

* True width of intercept is approximately 75% of the length of the interval sampled.

** The Palladium Equivalent (“PdEq”) calculation expressed in g/t is the sum of the theoretical in situ value of the constituent metals (Au + Pt + Pd + Cu) divided by the value of one gram of palladium. The calculation makes no provision for expected metal recoveries or smelter payables. USD per ounce commodity prices of $1,725, $1,000, $1,400 were used, respectively, for Pd, Pt and Au and a $3.20/lb value was assigned for Cu.

The Biiwobik Prospect comprises two discrete mineralized zones which are hosted by Marathon Series rocks that are primarily Two Duck Lake gabbro. The upper zone, referred to as the Power Line Zone, comprises a near surface intrusion controlled by a footwall embayment (a thermally eroded channel) similar to the structural setting of the Main Zone of the Marathon deposit. The lower zone referred to as the Chonolith Zone is quite different and based on limited historical drilling appears to be a channelized chonolith structure (a magma tube) within the Archean footwall. This structure has a top and a bottom as well as sides which have yet to be delineated. It’s possible that the Chonolith Zone is connected to the Marathon Deposit and as such could be one of several important feeder zones to the Marathon Deposit. Both the Power Line and Chonolith occurrences were explored in the early 2000s. The eight holes of the current drill program was focused in the vicinity of hole BO‐06‐20 drilled by Benton Resources in 2006 which intersected 100.5 m assaying 0.93 g/t Pd, 0.25 g/t Pt, 0.10 g/t Au and 0.58% Cu. All eleven holes drilled by Generation intersected the near surface Power Line and the deeper Chonolith zones. Mineralization styles are consistent with those observed elsewhere on the property. Of note is the presence of bornite in the upper portion of MB‐21‐45 which coincides with elevated precious metal values as well as predictably higher copper concentrations. Since this intercept is quite close to surface, and historical drill density is quite low in this part of the property, the area will constitute a priority exploration target going forward.

Surface Exploration

In addition to the drill program, a three-person surface exploration crew actively explored the area between the Redstone and the Four Dams prospects. This area comprises a 14 km long portion of the Coldwell Complex margin, which includes the Sally Deposit and Boyer Prospect, and has not been systematically mapped or prospected. The area has the potential to host ultramafic intrusions with high-grade mineralization. Previous drilling and surface sampling has returned extremely high-grade assays from apatite bearing pyroxenites which have assayed up to 2.59 g/t Au, 0.48 g/t Pt, 185 g/t Pd, 9.11% Cu and 0.60% Ni (see February 25th, 2020, news release).

17

A total of 95 personnel-days were devoted to surface mapping and prospecting. Most of the effort was focused on prospecting the Willie Zone which is situated between the Sally Deposit and Boyer Prospect. Additionally, crews spent approximately 31 days mapping and sampling three trenches at the Boyer Prospect.

The most anomalous surface assays were obtained from the Willie Zone and assays results are compiled in the table below:

Surface Samples of Two Duck Lake Gabbro – Willie Zone (>0.5 g/t PdEq*)

PdEq
Sample Easting Northing Elev. Au (g/t) Pt (g/t) Pd (g/t) Cu (%) (g/t)*
K004927 540038
5412223
363.22 0.17 0.36 1.55 0.388 2.37
K006361 539117
5412298
282.01 0.15 0.12 0.27 0.204 0.70
K006362 539103
5412303
288.44 0.08 0.11 0.20 0.267 0.67
K004597 539822
5412350
285.81 0.05 0.19 0.34 0.084 0.59
K004926 540046
5412219
365.55 0.06 0.13 0.35 0.048 0.52

*The Palladium Equivalent (“PdEq”) calculation expressed in g/t is the sum of the theoretical in situ value of the constituent metals (Au + Pt + Pd + Cu) divided by the value of one gram of palladium. The calculation makes no provision for expected metal recoveries or smelter payables. USD per ounce commodity prices of $1,725, $1,000, $1,400 were used, respectively, for Pd, Pt and Au and a $3.20/lb value was assigned for Cu.

At Boyer, three trenches opened in 2019, were mapped and sampled in 2021. The geology of the three trenches is largely dominantly by brecciated Two Duck Lake gabbro comprising fine grained to pegmatitic varieties. Mineralization is largely hosted by associated pyroxenites. Trenching results are tabulated below:

Boyer - Trench Composite Sample Results

Length PdEq
Hole Samples (m)* Au (g/t) Pt (g/t) Pd (g/t) Cu (%) (g/t)**
BYT-21-007 C372269 - C372281 11.33 0.06 0.20 0.52 0.046 0.74
including C372271 - C372273 1.96 0.07 0.39 1.25 0.037 1.58
and C372288 - C372327 29.99 0.09 0.21 0.53 0.067 0.81
including C372289 - C372292 1.97 0.21 0.40 1.25 0.186 1.90
also including C372302 - C372303 1.23 0.20 0.45 1.27 0.114 1.10
also including C372304 - C372318 8.86 0.14 0.34 0.93 0.093 1.36
BYT-21-008 C372423 - C372465 28.1 0.09 0.15 0.24 0.097 0.64
including C372439 - C372447 5.39 0.12 0.68 0.81 0.018 1.33
including C372440 - C372440 0.71 0.42 1.29 1.84 0.031 2.96
BYT-21-009 C372520 - C372548 20.81 0.11 0.28 0.38 0.170 0.71
including C372529 - C372533 2.29 0.32 0.68 0.92 0.093 1.69

*Composites calculated using a lower cut-off of $13 NSR with up to 4 m internal dilution

**The Palladium Equivalent (“PdEq”) calculation expressed in g/t is the sum of the theoretical in situ value of the constituent metals (Au + Pt + Pd + Cu) divided by the value of one gram of palladium. The calculation makes no

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provision for expected metal recoveries or smelter payables. USD per ounce commodity prices of $1,725, $1,000, $1,400 were used, respectively, for Pd, Pt and Au and a $3.20/lb. value was assigned for Cu.

Trenching results have expanded the mineralized zone at Boyer to a 1.6 km strike length. The relatively low Cu/Pd ratio at Boyer suggests the Boyer Prospect has origins similar to the high-grade W-Horizon at the Marathon Deposit and consequently it remains an exploration area of interest going forward.

OUTLOOK

The Company intends to advance the Marathon Project expeditiously on the remaining key undertakings to bring the Project into production, including the Environmental Assessment and permitting, final negotiations with First Nations, detailed engineering, and project financing. In the coming months, Generation will continue to advance the project financing alternatives (including potential non-dilutive funding options).

NOVEL CORONAVIRUS (“COVID - 19”)

Consistent with other businesses globally, the Company’s operations could be significantly adversely affected by the effects of the widespread global outbreak of COVID-19. During the three months ended September 30, 2021, the Marathon Project camp and operations were not materially impacted by COVID19. While the Company continues to conduct an exploration program and advance its work related to the environmental assessment, the timelines for future studies, permitting and exploration could be impacted depending on both the continued duration and severity of the COVID-19 pandemic and, in particular, the Company’s ability to safely access the Project site.

Beyond the potential impact to various schedules, the economic impact of COVID-19 could affect the company's ability to access capital markets and secure sufficient financing to move the Marathon Project forward on previously planned timelines. See the risk factor titled “Public Health Crises such as the COVID-19 Pandemic” in Generation’s AIF.

OTHER MINERAL PROPERTIES

In addition to the Marathon Property, the Company holds options, rights and/or ownership interest in the following mineral properties as of September 30, 2021:

Darnley Bay Anomaly, Northwest Territories: The Company held the exclusive rights to a mineral concession covering the Inuvialuit Settlement Region’s lands where the Inuvialuit hold the mineral and surface rights and an exploration and development agreement with the Inuvialuit Regional Corporation (the “IRC”). The Company was in default under the various agreements with the IRC. In October 2021, the IRC agreed in principle that the exclusive rights to the mineral rights will be reinstated and an amended exploration agreement will be negotiated. Pursuant to the agreement in principle, the Company will pay $150,000 per year to the IRC upon finalization of the amended agreements.

Davidson, British Columbia : The Company has an option to acquire a 100% interest in a property hosting a molybdenum-tungsten deposit. The option agreement was signed on April 1, 2016 and cumulative payments totalling $579,000 were made as at September 30, 2021 meeting all spending requirements. There is an ongoing commitment of $100,000 payable on each anniversary of the agreement until commercial production is achieved or the agreement is terminated. Upon commercial production, the vendor will be entitled to a net smelter return royalty of 3%.

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ACQUISITION, EVALUATION AND EXPLORATION EXPENDITURES

Below are the acquisition, evaluation and exploration expenditures for the three and nine months ended September 30, 2021 compared with the equivalent periods in 2020.

Three months ended Three months ended Nine months ended Nine months ended
September September September September
30, 2021 30,2020 30, 2021 30,2020
Davidson $ - $ - $ 128,765 $ 132,635
Marathon 2,914,161 2,684,228 8,631,191 4,491,463
Total mineral property expenditures $ 2,914,161 $ 2,684,228 $ 8,759,956 $ 4,624,098

The following table displays the cumulative mineral property expenditures by project as at September 30, 2021.


2021.
Cumulative Cumulative
December 31, Acquisition Evaluation and September 30,
2020 exploration 2021
Darnley Bay Anomaly $ 576,941 $ - $ - $ 576,941
Davidson 450,987 128,765 - 579,752
Marathon 17,270,389 57,655 8,573,536 25,901,580
Total expenditures in the year 18,298,317 186,420 8,573,536 27,058,273
Mineralproperties acquired(1) 1,216,848 - - 1,216,848
Total mineral property expenditures $ 19,515,165 $ 186,420 $ 8,573,536 $ 28,275,121

(1) Properties acquired on December 15, 2017 pursuant to a court approved plan of arrangement between Generation, Pine Point Mining Limited and Osisko Metals Incorporated (“Transferred Properties”). The Transferred Properties include the Darnley Bay Anomaly in the Northwest Territories and Davidson in British Columbia.

MARKETABLE SECURITIES

On May 24, 2016, the Company entered into an option agreement to earn a 100% interest in a zinc-leadsilver property (“Clear Lake”). On October 1, 2018, the Company entered into an Assignment, Assumption and Amending Agreement (“Clear Lake Assignment Agreement”) with Eastern Zinc Corp. (“Eastern Zinc”) and the optionor of the Clear Lake property to assign the exclusive right and option to acquire a 100% interest in the property to Eastern Zinc. On June 19, 2020 Eastern Zinc changed its name to Major Precious Metals Corp. (“Major Precious Metals”). Pursuant to the agreement, Major Precious Metals paid $50,000 in cash and issued 12,600,000 common shares of Major Precious Metals to the Company (“Major Precious Metals Shares”). Pursuant to the Clear Lake Assignment Agreement, an additional $50,000 in cash and 5,010,000 common shares of Major Precious Metals were due to the Company on October 1, 2019 which was extended to October 1, 2020 which were accounted for as receivables (“Major Precious Metals Receivables”). On January 31, 2020, Eastern Zinc provided notice of termination pursuant to the underlying option agreement which had no effect on the Company’s Major Precious Metals Receivables.

On May 13, 2020, the Company entered into an assignment agreement assigning the Company’s right to the Major Precious Metals Receivables to a third party for cash consideration of $300,500 resulting in a realized loss of $66,385.

On May 13, 2020, the Company also entered into a share purchase agreement agreeing to sell 4,000,000 Major Precious Metals Shares to a third party for cash consideration of $200,000, or $0.05 per share. On July 16, 2020, the assignment agreement and share purchase agreement closed resulting in the Company holding a balance of 8,600,000 Major Precious Metal Shares. The transaction resulted in the Company recording a realized loss of $120,000.

During the third quarter ended September 30, 2021, the Company sold nil shares (September 30, 2020 – 245,000), with nil proceeds (September 30, 2020 – $152,000), resulting in nil realized gain (September 30, 2020 – $323,000). During the nine months ended September 30, 2021, the Company sold 2,755,000 shares (September 30, 2020 – 245,000) for total proceeds of $1,513,590 (September 30, 2020 – $152,000), and a realized gain of $1,293,190 (September 30, 2020 – $323,000).

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As of September 30, 2021, the Company held 5,400,000 Major Precious Metals Shares (December 31, 2020 - 8,155,000) valued at $1,890,000 (December 31, 2020 - $2,568,825). The fair value was determined using the market value on September 30, 2021 and December 31, 2020. The fair value adjustments resulted in an unrealized loss of $54,000 for the quarter ended September 30, 2021 (September 30, 2020 - unrealized loss $2,616,435) and an unrealized loss of $458,425 for nine months ended September 30, 2021 (September 30, 2020 – unrealized gain of $2,672,190).

RESULTS FROM OPERATIONS

The following tables set forth financial information for the Company which has been summarized from and should be read in conjunction with the Company’s interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020, including the notes thereto.

Three months Three months Three months Nine months Nine months
ended September ended September ended September ended September
Statements of Loss 30, 2021 30, 2020 30, 2021 30, 2020
Expenses
Acquisition, evaluation and exploration $ 2,914,161
$ 2,684,228

$ 8,759,956

$ 4,624,098
Share-based compensation 372,942 139,986 2,046,124 1,392,444
Audit, legal and advisory fees 11,367 21,349 81,230 226,517
Management and corporate
administration services
138,476 121,056 841,202 554,448
Shareholder and investor communications
costs
158,329 261,399 758,326 661,408
Occupancy cost 38,776 30,799 110,074 95,128
Interest expense 7,707 13,590 23,983 41,161
Operatingloss (3,641,758) (3,272,407) (12,620,895) (7,595,204)
Realized and unrealized gain (loss) on
Marketable securities and receivable (54,000) (2,939,435) 834,765 2,349,190
marketable securities
Interest income 14,946 7,099 21,026 23,514
Net Loss and Comprehensive Loss $ (3,680,812) $(6,204,743) $(11,765,104) $(5,222,500)
Net Lossper Share – Basic and diluted $ (0.02) $(0.05) $(0.08) $(0.04)
Three months Three months Nine months Nine months
ended September ended September ended September ended September
30, 2021 30, 2020 30, 2021 30, 2020
Acquisition, evaluation and exploration
expenditures
Environmental assessment & community
consultation
$ 1,066,501 $ 620,888 $ 3,157,190 $ 1,105,949
Project feasibility and engineering 325,325 984,720 1,428,796 1,565,746
Exploration and site costs 1,326,965 926,722 3,398,282 1,369,379
Other 195,370 151,898 775,688 583,024
Acquisition, Evaluation and Exploration $ 2,914,161 $ 2,684,228 $ 8,759,956 $ 4,624,098

Three Months Ended September 30, 2021 compared to 2020

Generation incurred a net loss of $3,680,812 or $0.02 per share for the three months ended September 30, 2021 compared to a net loss of $6,204,743 or $0.05 per share for the three months ended September 30, 2020. The significant differences are outlined below.

  • Acquisition, evaluation, and exploration expenses were $2,914,161 for the three months ended September 30, 2021 compared to $2,684,228 for the three months ended September 30, 2020. As set out above the increase of $229,933 is primarily related to an increase in costs associated with

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the environmental assessment & community consultation, a decrease in project feasibility and engineering, and an increase in exploration and site costs. The variances are directly attributable to an increase in permitting activities in 2021 compared to 2020, the transition from feasibility study costs in 2021 to a slow ramp up of mine engineering costs in 2021, and a larger exploration program in 2021 compared to 2020. For the three months ended September 30, 2020, environmental assessment and community consultation expenditures included $341,468 paid to the federal government to reimburse it for costs associated with the Joint Review Panel.

  • Share-based compensation was $372,942 for the three months ended September 30, 2021 compared to $139,986 for the three months ended September 30, 2020. Share-based compensation is a noncash item calculated using the Black Scholes valuation model and fluctuates period to period depending on the number of options vested. The increase of $232,956 in 2021 compared to 2020 is directly related to the large number of immediately vested options.

  • Audit, legal and advisory fees were $11,367 for the three months ended September 30, 2021 compared to $21,349 for the three months ended September 30, 2020. The expenditures are consistent for the comparable quarters.

  • Management and corporate administration services expenses were $138,476 in the three months ended September 30, 2021 compared to $121,056 for the three months ended September 30, 2020. The expenditures are consistent for the comparable quarters.

  • Shareholder and investor communications costs were $158,329 in the three months ended September 30, 2021 compared to $261,399 in the three months ended September 30, 2020. During the third quarter of 2020 the Company incurred additional fees related to the TSX listing.

  • Occupancy costs were $38,776 in the three months ended September 30, 2021 compared to $30,799 in the three months ended September 30, 2020. The expenditures are consistent for the comparable quarters.

  • Interest expense was $7,707 in the three months ended September 30, 2021 compared to interest expense of $13,590 in the three months ended September 30, 2020. Interest expense in the current quarter results from the recognition and depreciation of the corporate office lease as a right-of-use asset. In 2020, there was additional interest accrued on debt which was subsequently written off at December 31, 2020.

  • Realized and unrealized gains and losses on marketable securities and receivable marketable securities relate to the sale and/or period end fair value adjustments of marketable securities or marketable securities receivable during the period. Transactions during the quarter are outlined above under the section heading Marketable Securities.

  • Interest income results from interest earned on short term guaranteed investment certificates.

Nine Months Ended September 30, 2021 compared to 2020

Generation incurred a net loss of $11,765,104 or $0.08 per share for the nine months ended September 30, 2021 compared to a net loss of $5,222,500 or $0.04 per share for the nine months ended September 30, 2020. The significant differences are outlined below.

  • Acquisition, evaluation, and exploration expenses were $8,759,956 for the nine months ended September 30, 2021 and $4,624,098 for the nine months ended September 30, 2020. As set out above the increase of $4,135,858 is primarily related to an increase in costs associated with the environmental assessment & community consultation, a decrease in project feasibility and engineering, and an increase in exploration and site costs. The variances are directly attributable to an increase in permitting activities in 2021 compared to 2020, the transition from feasibility study costs in 2021 to a slow ramp up of mine engineering costs in 2021, and a larger exploration program in 2021 compared to 2020. For the nine months ended September 30, 2020, environmental assessment expenditures included $969,782 paid to the federal government to reimburse it for costs associated with the Joint Review Panel.

  • Share-based compensation was $2,046,124 for the nine months ended September 30, 2021 compared to $1,392,444 for the nine months ended September 30, 2020. Share-based compensation is a non-cash item calculated using the Black Scholes valuation model and fluctuates

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period to period depending on the number of options vested. The increase of $653,680 in 2021 compared to 2020 is directly related to the large number of immediately vested options.

  • Audit, legal and advisory fees were $81,230 for the nine months ended September 30, 2021, compared to $226,517 for the nine months ended September 30, 2020. The decrease of $ 145,287 in 2021 is related in large part to lower legal and advisory fees in the current period which were primarily the result of the TSX listing.

  • Management and corporate administration services expenses were $841,202 for the nine months ended September 30, 2021 compared to $554,448 for the nine months ended September 30, 2020. The increase of approximately $286,754 is the result of an increase in administration activities and executive compensation and bonuses at the corporate level.

  • Shareholder and investor communications costs were $758,326 for the nine months ended September 30, 2021 compared to $661,408 for the nine months ended September 30, 2020. The expenditures in the current period and the increase over 2020 are related to extensive marketing and investor relations programs related to the release of the feasibility study.

  • Occupancy costs were $110,074 for the nine months ended September 30, 2021 compared to $95,128 for the nine months ended September 30, 2020. The expenditures are consistent for the comparable quarters.

  • Interest expense was $23,983 for the nine months ended September 30, 2021 compared to $41,161 for the nine months ended September 30, 2020. Interest expense results from the recognition and depreciation of the corporate office lease as a right-of-use asset and interest accrued debt.

  • Realized and unrealized gains and losses on marketable securities and receivable marketable securities relate to the sale and/or period end fair value adjustments of marketable securities or marketable securities receivable during the period. Transactions during the year are outlined above under the section heading Marketable Securities.

  • Interest income results from interest earned on short term guaranteed investment certificates.

Summary of Quarterly Results

Sep 30 June 30 Mar 31 Dec 31, Sep 30, Jun 30, Mar 31 Dec 31
Three Months Ended 2021 2021 2021 2020 2020 2020 2020 2019
Acquisition, evaluation and exploration $2,914,161 $ 2,976,786 $2,869,009 $3,359,924 $2,648,228 $1,328,867 $611,003 $1,980,217
General and administration 354,655 983,867 476,293 388,326 448,193 627,641 502,828 413,937
Share-based payments 372,942 1,448,594 224,588 155,276 139,986 956,963 295,495 -
Operating loss (3,641,758) (5,409,247) (3,569,888) (3,903,526) (3,272,407) (2,913,471) (1,409,326) (2,394,154)
Realized and unrealized gain (loss) on
marketable securities and receivable
marketable securities (54,000) (441,510) 1,330,275 547,075 (2,939,435) 5,164,366 124,259 (504,119)
Gain on debt write-off 180,516
Interestincome 14,946 2,500 3,580 5,611 7,099 16,415
Net (loss) income and comprehensive
(loss)income (3,680,812) (5,848,257) (2,236,033) (3,170,324) (6,204,743) 2,267,310 (1,285,067) (2,768,662)
Basic and diluted (loss) earnings per
share $(0.02) $(0.04) $(0.02) $(0.02) $(0.05) $0.02 $(0.01) $(0.03)
Weighted average number of common
shares outstanding 150,025,839 143,035,426 139,038,358 131,367,147 130,527,507 130,134,113 111,061,988 91,522,675

The Company’s operating losses are driven mainly by the extent and cost of the company’s acquisition, evaluation and exploration activities. The significant changes over the most recent eight completed quarters are outlined below.

  • Acquisition and evaluation expenditures have been steadily increasing over the last several quatres as the Company advances the Marathon Property on several initiatives.

  • General and administrative expenses increased as a result of the expanded corporate administrative function following the Marathon Property acquisition in 2019 and remain consistent with comparable quarters other than the second quarter of 2021 when employee bonuses we incurred.

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  • Share-based payments is a non-cash item calculated using the Black Scholes valuation model and fluctuates period to period depending on the number of options granted and vesting.

  • Realized and unrealized gains and losses on marketable securities and receivable marketable securities relate to the sale and/or period end fair value adjustments of marketable securities or marketable securities receivable during the period. Transactions during the period are outlined above under the section headings Marketable Securities.

  • Gain on debt write-off is a non-recurring item.

FINANCIAL POSITION

Assets

As at September 30, 2021, the Company had total assets of $12,857,020 (December 31, 2020 - $15,660,035) which consisted of current assets of $12,131,379 (December 31, 2020 - $14,857,059) and non-current assets of $725,641 (December 31, 2020 - $802,976).

Current assets as at September 30, 2021 consist primarily of cash and cash equivalents of $9,685,224 (December 31, 2020 - $11,662,360), marketable securities of $1,890,000 (December 31, 2020 - $2,568,825) and accounts receivable of $472,785 (December 31, 2020 - $483,119). Cash is held in Canadian dollar denominated accounts and short term guaranteed investment certificates, marketable securities consist of 5,400,000 shares of Major Precious Metals at fair value and accounts receivable is mainly comprised of HST receivable. There is no assurance that Generation will be able to monetize its investment in marketable securities as at September 30, 2021.

Non-current assets as at September 30, 2021 consist of restricted cash and cash equivalents pursuant to guaranteed investment certificates held as security for the corporate office lease, land and building acquired pursuant to the acquisition of the Marathon Property and the corporate office right of use asset.

Liabilities

As at September 30, 2021, the Company had total liabilities of $2,289,881 (December 31, 2020 - $1,958,613) which consisted of current liabilities of $2,127,841 (December 31, 2020 - $1,767,198) and long-term liabilities of $162,040 (December 31, 2020 - $191,415).

Current liabilities as at September 30, 2021 primarily consist of accounts payable and accrued liabilities of $2,089,659 (December 31, 2020 - $1,735,441) and short term lease liability of $38,182 (December 31, 2020 - $31,757). The increase in accounts payable is due mainly to the increased expenditures relating to the operation of the Marathon Property.

As a result of applying IFRS 16, the Company recognized a right-of-use asset for its corporate office lease. As at September 30, 2021, the balance of the current lease liability is $38,182 and the long term lease liability is $162,040.

LIQUIDITY AND GOING CONCERN UNCERTAINITY

The Company relies on equity and potentially debt or other structured financings to fund its acquisition, evaluation and exploration activities, cover administrative expenses and to meet obligations as they become due.

The Company is at an early stage of development and, as is common with many exploration companies, it relies on financings to fund its exploration and acquisition activities. The Company had a surplus of current assets over current liabilities of $10,003,538 at September 30, 2021; had not yet achieved profitable operations; had accumulated losses of $35,523,106 at September 30, 2021; and expects to incur further losses in the development of its business. Generation Mining does not have adequate cash resources to

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fund its operations over the next twelve months and will require additional financing in order to conduct its planned work programs on its mineral properties, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. There can be no certainty as to the ability of the Company to raise sufficient additional financing in order to continue to operate, and accordingly, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The Company's main source of liquidity is its cash. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. Cash is held on deposit in guaranteed investment certificates with a major Canadian chartered bank.

Cash used in operating activities during the nine months ended September 30, 2021 was $10,052,473 compared with $5,492,399 in the same period of the prior period. The cash used in operations in both periods relate mainly to the exploration and evaluation of the Marathon Property, and corresponding increases in audit, legal and advisory fees, investor communications expenses and general and administrative expenses.

Cash provided by investing activities was $1,513,590 during the nine months ended September 30, 2021 compared to cash used in investing activities of $630,456 in the same period in 2020. Cash provided by investing activities in the current period consisted of proceeds generated from the sale of marketable securities.

Cash generated from financing activities during the nine months ended September 30, 2021 amounted to $6,561,747, compared to $14,897,777 in the same period of the prior period. Financing activities during both periods consisted of proceeds from the exercise of common share purchase warrants and the exercise of stock options. (See Outstanding Security Data section below for further details). In the first quarter of 2020, additional cash was generated from the private placement of common shares.

CAPITAL RESOURCES

The Company does not have any debt or credit facilities with financial institutions.

At present, the Company’s operations do not generate cash in-flows and its financial success is dependent on management’s ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. To finance the Company’s exploration programs, detailed engineering, environmental assessment and to cover administrative and overhead expenses, the Company raises money through equity financings. Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activities.

Management believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond their control. If the Company is unable to raise sufficient financing, it may need to scale back its intended operational programs and its other expenses. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future, other than general market conditions, which are uncertain for junior exploration companies. Material increases or decreases in the Company’s liquidity will be substantially determined by the success or failure of its

25

exploration and development programs, as well as its continued ability to raise capital.

DIVIDENDS

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 operation and therefore does not anticipate paying any dividends on its common shares in the foreseeable future.

RELATED PARTY TRANSACTIONS

Key management includes the Company’s directors, officers and any employees with authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:

Three months ended Three months ended Nine months ended Nine months ended
September 30, September 30, September 30, September 30,
2021 2020 2021 2020
Salaries and bonuses $ 304,375 $ 291,250 $1,627,875
$ 1,044,916
Share-based payments - options - 67,912 1,467,181 1,180,870
Total compensation to key
management $ 304,375 $359,162 $3,095,056 $ 2,225,786

As at September 30, 2021, accounts payable includes $481,050 (September 30, 2020 - $2,770) due to key management of the Company.

OFF-BALANCE SHEET ARRANGEMENTS

As at September 30, 2021, the Company did not have any off-balance sheet items.

OUTSTANDING SECURITY DATA

Common Shares

The following table summarizes the continuity of common shares for the period ended September 30, 2021 and November 9, 2021:

Number of shares $
Balance as at December 31, 2019 91,631,689 11,636,743
Shares issued for private placement(1) 20,577,403 5,830,486
Shares issued for flow through private placement(2) 4,292,367 3,112,797
Shares issued for exercise of warrants 18,367,333 7,283,977
Shares issued for exercise of options 1,446,500 508,917
Balance as at December 31, 2020 136,315,292 28,372,920
Shares issued for exercise of warrants 13,523,275 10,049,831
Shares issued for exercise of options 300,000 201,000
Balance as at September 30, 2021 and November 9, 2021 150,138,567 38,623,751

(1) On February 13, 2020, the Company closed a bought deal private placement of 19,231,250 units and a concurrent non-brokered private placement of 1,346,153 units, for an aggregate of 20,577,403 units at a price of $0.52 per unit for aggregate total gross proceeds of $10,700,250. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each whole warrant is exercisable to acquire one common share at $0.75 for a period of 24 months. The underwriters received cash compensation of 6% of the gross proceeds on 9,615,864 units, and 4% of the gross proceeds on 9,615,386 units. There was no commission paid on the non-brokered private placement of 1,346,153 units. In addition, the underwriters received compensation options equal to 6% on 9,615,864 units and 4% on 9,615,386 units. There were no compensation options issued on the non-brokered private placement of 1,346,153 units. Each compensation option is exercisable into one common share of the Company for a period of 24 months from closing at an exercise price of $0.52. The total share issue cost was $630,927.

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(2) On December 30, 2020, the Company closed a private placement of 4,292,367 flow through common shares at a price of $0.77 per common share for gross proceeds of $3,305,123. Finders received cash compensation of 6% of the gross proceeds on 3,600,000 common shares or $166,320. The total share issue cost was $192,386. Flow through funds must be used for qualifying exploration expenditures. No qualifying expenses were incurred as of December 31, 2020.

Warrants

The following table summarizes the continuity of warrants for the the period ended September 30, 2021 and November 9, 2021:

Number of warrants
Outstanding, December 31, 2019 28,825,040
Warrants issued in private placement(1) 10,288,701
Finders warrants issued(1) 961,567
Warrants issued(2) 360,309
Warrants exercised (18,367,333)
Outstanding, December 31, 2020 22,068,284
Warrants issued(2) 639,711
Warrants exercised (13,523,275)
Warrants expired (38,437)
Outstanding, September 30, 2021 and November 9, 2021 9,146,283

(1) Pursuant to the private placement completed on February 13, 2020 (note 11 (a)) 10,288,701 common share purchase warrants and 961,567 finders options were issued. The fair value of the common share purchase warrants and finders options have an estimated grant date fair value of $4,115,480 and $413,474 respectively which was estimated using the Black Scholes option pricing model using the following assumptions: Risk-free interest rate 1.51%, expected volatility using Company historical 151%, dividend yield nil, expected life 2 years.

(2) Pursuant to a private placement completed on July 9, 2019, 14,286,000 common share purchase warrants and 2,000,040 finders options were issued. The fair value of the common share purchase warrants and finders options have an estimated grant date fair value of $3,428,640 and $720,014 respectively which was estimated using the Black Scholes option pricing model and the following assumptions: Risk-free interest rate 1.64%, expected volatility using Company historical 193%, dividend yield nil, expected life 2 years.

Warrants outstanding as at September 30, 2021 are as follows:

Number of Exercise price Type Expiry date Remaining contractual
warrants $ life (years)
8,470,875 0.75 Share purchase warrants February 13, 2022 0.37
675,408 0.52 Finders warrants February 13, 2022 0.37
9,146,283 0.73(1) 0.37(1)

(1) Weighted average

Stock Options

On May 9, 2018, the Company adopted an incentive Stock Option Plan (the “Plan”). The Plan was amended in July 2020. Under the Plan, options are non-assignable and may be granted for a term not exceeding ten years. The total number of common shares that may be reserved for issuance may not exceed ten percent of outstanding common shares at the grant date and may not exceed five percent for any one person in any 12-month period. The exercise price of an option may not be lower than the market price of the common shares on the Toronto Stock Exchange. The options are non-transferable. Outstanding options may be adjusted by the Board in certain events, as to exercise price and number of common shares, to prevent dilution or enlargement.

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The following table sets forth the continuity of outstanding stock options for the period ended September 30, 2021 and November 9, 2021


30, 2021 and November 9, 2021
Number of options
Outstanding, December 31, 2019 7,346,500
Options granted 5,325,000
Options exercised (1,446,500)
Outstanding, December 31, 2020 11,225,000
Options granted 3,875,000
Options exercised (300,000)
Outstanding, September 30 and November 9, 2021 14,800,000

The fair value of options granted under the Plan is measured on the date of grant using the Black-Scholes pricing model and expensed to net income (loss) using the following inputs and assumptions at the measurement date:

Date Number Exercise Market Expected Risk-free Expected Fair Vesting
of Options Price Price Volatility Interest Life Value of
($) ($) (%)(1) Rate (%) (years)/ Options
Dividend ($)
Yield %
05-Feb-20 500,000 0.65 0.63 152 1.41 5 / 0% 285,000 Immediate
375,000 in six
18-Mar-20 750,000 0.45 0.34 152 0.73 5 / 0% 198,750 months/ 375,000 12
months
20-Apr-20 2,850,000 0.52 0.35 151 0.44 5 / 0% 883,500 Immediate
1/3 immediate
31-Jul-20 600,000 0.52 0.43 144 0.22 2 / 0% 138,000 1/3 6 months
1/3 12 months
(“1/3rdvesting”)
11-Sep-20 75,000 0.52 0.45 141 0.24 2 / 0% 18,000 1/3rdvesting
06-Nov-20 450,000 0.52 0.49 138 0.4 5 / 0% 162,000 1/3rdvesting
06-Nov-20 100,000 0.52 0.49 138 0.26 2 / 0% 26,667 1/3rdvesting
08-Mar-21 500,000 1.00 0.95 132 0.92 2.5-3 / 0% 343,333 1/3rdvesting
12-May-21 1,550,000 1.06 1.02 129 0.53 3 / 0% 1,162,500 Immediate
12-May-21 575,000 1.06 1.02 129 0.53 1.5-2 / 0% 348,833 1/3rd vesting
21-Sept-21 1,250,000 0.80 0.67 108 0.55 3 / 0% 525,000 1/3rd vesting

(1) Based on the Company’s historical volatility.

As at September 30, 2021, stock options carry exercise prices and terms to maturity as follows:

Exercise price $ Options Options Remaining
Outstanding Exercisable Expiry date contractual life
(years)
0.52 600,000 600,000 July 31, 2022 0.8
0.52 75,000 75,000 September 11, 2022 0.9
0.52 100,000 67,000 November 6, 2022 1.1
0.10 2,400,000 2,400,000 May 11, 2023 1.6
1.06 2,125,000 1,742,000 May 12, 2024 2.6
0.30 3,100,000 3,100,000 July 16, 2024 2.8
0.30 200,000 200,000 August 7, 2024 2.9
0.80 1,250,000 417,000 September 21, 2024 3.0
0.65 500,000 500,000 February 5, 2025 3.4
0.45 750,000 750,000 March 18, 2025 3.5
0.52 2,750,000 2,750,000 April 20, 2025 3.6
0.52 450,000 300,000 November 6, 2025 4.1
1.00 500,000 333,000 March 8, 2026 4.4
0.52(1) 14,800,000 13,234,000 2.8(1)

(1) Weighted average

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RISKS AND UNCERTAINTIES

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. Readers are encouraged to read and consider the risk factors and related uncertainties in the Company’s Annual Information Form and Annual Management Discussion and Analysis for the year ended December 31, 2020.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reporting amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes may differ materially from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are generally recognized in the period in which the estimates are revised.

Our significant judgments, estimates and assumptions are disclosed in note 2 of the audited consolidated financial statements for the year ended December 31, 2020.

ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The Company’s accounting policies are disclosed in note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2020.

NON-IRFS MEASURES

The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards (“IFRS”) in this MD&A. These include operating costs, AISC, LOM average AISC, LOM average operating cost, and Free Cash Flow. 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. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.

  • Operating Costs include mining, processing, general and administrative and other, concentrate transportation costs, treatment and refining charges, and royalties.

  • AISC include Operating Costs, closure, and reclamation, and sustaining capital.

  • LOM Average AISC includes LOM AISC divided by LOM PdEq.

  • LOM Average Operating Cost includes LOM Operating Costs divided by LOM PdEq.

  • Free Cash Flow includes total revenue less Operating Costs, working capital adjustments, equipment financing, initial capital, sustaining capital and closure costs.

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FINANCIAL RISK MANAGEMENT

The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk, foreign currency risk, interest rate risk, other price risk and fair valuation risk, and are detailed in Note 4 of the Company’s audited consolidated financial statements for the year ended December 31, 2020.

Credit Risk

Credit risk is the financial risk of non-performance of a contracted counter party. The Company's credit risk is primarily attributable to cash and receivables. The Company reduces its credit risk by maintaining its cash with a Canadian chartered bank. The Company’s maximum exposure to credit risk as at September 30, 2021 is the carrying value of cash and receivables. The credit risk on receivables is deemed low as the majority is related to federal government refunds.

Liquidity Risk

Liquidity risk encompasses the risk that the Company cannot meet its financial obligations in full. The Company's main source of liquidity is its cash and marketable securities. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. As at September 30, 2021, the Company has current assets of $12,131,379 (December 31, 2020 - $14,857,059) to cover current liabilities of $2,127,841 (December 31, 2020 - $1,767,198). The current assets include restricted cash, marketable securities, receivables and prepaid expenses. The Company also manages liquidity risk on the basis of expected maturity dates. The following table analyzes financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows).

Lease liability
(undiscounted)
Accounts payable and
accrued liabilities
Total
Less than 1 year $ 130,044 $ 2,089,659 $ 2,219,703
1-5 years 423,321 - 423,321
Balance at September 30, 2021 $ 553,365 $ 2,089,659 $ 2,643,024

Foreign Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in foreign exchange rates. The Company has no significant exposure to foreign currency exchange risk as it has no significant transaction balances denominated in a foreign currency.

Interest Rate Risk

Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates.

Other Price Risk

Other price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. The Company is exposed to fluctuations in market prices of its marketable securities in a quoted mining exploration company. The fair value of these financial instruments represents the maximum exposure to price risk.

If the quoted price of these instruments had changed by 10% as at September 30, 2021, comprehensive income would have changed by approximately $189,000.

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Fair Value

The carrying value of cash, accounts payable and accrued liabilities are considered to be representative of their fair value due to their short-term nature. Marketable securities are recorded at fair value as of September 30, 2021 and classified as Level 1 in the fair value hierarchy as they are recorded at fair value by reference to market quoted prices.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The President and Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control framework was designed based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There was no change in the Company’s internal controls over financial reporting that occurred during the nine months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Disclosure Controls and Procedures

Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. The Company’s President and Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures, that as of September 30, 2021, the Company’s disclosure controls and procedures have been designed to provide reasonable assurance that material information is made known to them by others within the Company.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and President and Chief Financial Officer, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forwardlooking 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 Company’s Feasibility Study and results therefrom (including NPV, IRR, capital and operating costs and other financial metrics), Mineral Resource and Mineral Reserve potential, exploration plans, or the ability of the Company and Sibanye Stillwater to vary their respective participating interests in the Marathon Property. 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

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to differ materially from those in the forward-looking information. These include commodity price volatility, continued availability of capital and financing within the timing required by the Company and on terms acceptable to the Company, uncertainties involved in interpreting geological data, increases in costs, 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 AIF for the year ended December 31, 2020, the Technical Report dated March 23, 2021 and in the continuous disclosure documents filed by the Company on SEDAR at www.sedar.com. Readers are cautioned that the risk factors and related uncertainties in the Company’s Annual Information Form and Annual Management Discussion and Analysis for the year ended December 31, 2020 is not exhaustive of the factors that may affect forwardlooking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date or dates specified in such statements.

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.sedar.com. The Company disclaims any intention or obligation to update or revise any forwardlooking information, whether as a result of new information, future events or otherwise, other than as required by law.

Information Concerning Estimates of Mineral Reserves and Resources

The Mineral Reserve and Mineral Resource estimates in this MD&A have been disclosed in accordance with NI 43-101, which differs significantly 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 comparable to similar information disclosed by U.S. companies. The requirements of NI 43-101 for identification of ‘‘reserves’’ are not the same as those of the SEC, and reserves reported by the Company in compliance with NI 43-101 may not qualify as ‘‘reserves’’ under SEC standards. Under U.S. standards, mineralization may not be classified as a ‘‘reserve’’ unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. In addition, and without limiting the generality of the foregoing, this MD&A uses the terms ‘‘Measured Resources’’, ‘‘Indicated Resources’’ and ‘‘Inferred Resources’’. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the SEC has not recognized them in the past. U.S. investors are cautioned not to assume that any part of a ‘‘Measured Resource’’ or ‘‘Indicated Resource’’ will ever be converted into a ‘‘reserve’’. U.S. investors should also understand that ‘‘Inferred Resources’’ have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of ‘‘Inferred Resources’’ exist, are economically or legally mineable or will ever be upgraded to a higher category. Under Canadian securities laws, ‘‘Inferred Resources’’ may not form the basis of feasibility or pre-feasibility studies except in certain cases. Disclosure of ‘‘contained ounces’’ in a Mineral Resource is a permitted disclosure under Canadian securities laws, however, the SEC normally only permits issuers to report mineralization that does not constitute ‘‘reserves’’ by SEC standards as in place tonnage and grade, without reference to unit measures. Accordingly, information concerning mineral deposits set forth in this MD&A may not be comparable with information made public by companies that report in accordance with U.S. standards.

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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 (the “Exchange Act”). 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, will be 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. investors 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. investors 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. investors 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 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 or 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.

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