MARATHON ACQUISITION AGREEMENT

AMONG

STILLWATER CANADA INC.

- AND -

GENERATION PGM INC.

- AND -

GENERATION MINING LIMITED

December 8, 2021

MARATHON ACQUISITION AGREEMENT

THIS AGREEMENT dated as of December 8, 2021 (the "Execution Date") is made:

AMONG:

STILLWATER CANADA INC., a company organized under the laws of Canada ("Seller")

AND:

GENERATION PGM INC., a company organized under the laws of Ontario (the "Purchaser")

AND:

GENERATION MINING LIMITED, a corporation existing under the laws of the Province of Ontario ("Generation Mining" and together with the Purchaser, the "Purchaser Parties")

RECITALS:

A. Generation Mining owns all of the issued and outstanding shares of the Purchaser;
B. By acquisition agreement dated as of June 25, 2019 (the "Acquisition Agreement") among the Seller, the Purchaser and Generation Mining, the Purchaser acquired a 51% beneficial interest in the Assets;
C. The Seller and the Purchaser are parties to a joint venture agreement dated July 10, 2019 with respect to the Project (the "JVA");
D. Following the execution and delivery of the Acquisition Agreement and the JVA, the Purchaser acquired a 100% legal interest in the Assets, to be held for the participants to the JVA as their interests may appear from time to time;
E. As a result of the earn in provisions of the JVA and sole funding of expenditures pursuant to approved programs and budgets under the JVA, the beneficial interest of the Seller in the Assets as of September 30, 2021 is 16.5% and may, as of the Closing Date, be a lower percentage (the "JVA Interest")
F. Upon completion of the transactions contemplated by this Agreement, the Seller will own no interests in the JVA or the Assets previously owned by the JVA;
G. All capitalized terms when used in this Agreement and not otherwise defined herein, shall have the respective meanings ascribed thereto in the JVA;

IN CONSIDERATION OF, among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless the context otherwise expressly requires, in this Agreement:

"Acquisition Agreement" has the meaning set forth in the recitals;

"Acquisition Agreement Closing Date" means June 10, 2019;

"Affiliate" means with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, the term "control" (including the terms "controlled by" and "under common control with") means possession, directly or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

"Agreement" or "this Agreement" means this document including any schedule or exhibit to it;

"Assignment and Assumption Agreement" means an assignment and assumption agreement substantially in the form set out in Schedule A;

"Assumed Liabilities" means all of the obligations and Liabilities of the Seller in respect of or related to the JVA Interest;

"Back to Back Royalty" has the meaning set out in the Acquisition Agreement;

"Back to Back Royalty Agreement" means the agreement executed and delivered by the Seller and the Purchaser with respect to each Back to Back Royalty on the Acquisition Agreement Closing Date;

"Back to Back Royalty Impacted Counterparty" means any person who has an existing Back to Back Royalty Agreement over the Project, who did not grant its consent (each, a "Back to Back Royalty Impacted Counterparty Consent") to an assignment of the applicable royalty agreement to the Purchaser's assumption of the said Back to Back Royalty Agreement, either before or after the Acquisition Agreement Closing Date, thus necessitating the execution and delivery of a Back to Back Royalty Agreement, each such person being listed in Schedule D;

"Back to Back Royalty Impact Counterparty Consents" has the meaning set forth in the definition of Back to Back Royalty Impacted Counterparty;

[redacted name of agreement with First Nations]

"Business Day" means any day other than a Saturday, Sunday or a public or statutory holiday in Ontario, Canada or Johannesburg, South Africa;

"Claim" means any claim, action, suit, cause of action, proceeding or demand of any nature whether at law, in equity, under statute, contract or otherwise;

"Claims Notice" has the meaning set out in Section 6.2;

"Closing" means the completion of the purchase and sale of the JVA Interest in accordance with the provisions of this Agreement;

"Closing Date" means January 11, 2022, unless otherwise agreed to in writing by the Parties, provided all conditions contained in this Agreement have been satisfied or waived;

"Closing Document" means any document delivered at or subsequent to the Closing Time as provided in or pursuant to, this Agreement;

"Closing Time" means the time of Closing on the Closing Date provided for in Section 4.1;

"Confidential Information" has the meaning set out in Section 8.1;

"Consent" means, as to any Person, any consent, waiver, approval, ruling, authorization, permit, acknowledgement, waiver, exemption, registration, declaration, expiration of waiting period, or filing;

"Consideration Shares" means a total of 21,759,332 common shares in the capital of Generation Mining to be issued to the Seller on Closing (or as otherwise directed by the Seller a minimum of two Business Days prior to the Closing Date provided that such entity agrees to be bound by the provisions of Section 2.3 together with the Seller);

"Disclosure Letter" has the meaning set out in the Acquisition Agreement;

"Encumbrance" means any mortgage, charge, pledge, voting right, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, earnin, licence or licence fee, royalty, production or streaming payment, backin right, clawback right, restrictive covenant or other encumbrance of any nature or any agreement to give or create any of the foregoing, whether registerable or recordable or not;

"Form of Consent Letter and Agreement to be Bound" means the form that was attached as Schedule C to the Acquisition Agreement, with necessary changes thereto, mutatis mutandis;

"Fundamental Representations and Warranties" means: (i) the representations and warranties of the Seller set forth in Section 5.1(a) and (h); and (ii) the representations and warranties of the Purchaser Parties set forth in Section 5.2 (a) and (j);

"Generation Mining Disclosure Record" means all information regarding Generation Mining that is publicly available and includes, but is not limited to, all material change reports, press releases and financial statements of Generation Mining;

"Generation Mining Shares" means common shares in the capital of Generation Mining, as constituted as at the Execution Date;

"Governmental Authority" means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or regulatory authority, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasigovernmental or private body exercising any statutory, regulatory expropriation, land use or occupation, or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange, including the Toronto Stock Exchange, the TSX Venture Exchange, the CSE, the Johannesburg Stock Exchange and the New York Stock Exchange;

"HST" means the tax payable under Part IX of the xutsronmiecaTSIEA Excise Tax Act (Canada);

"IFRS" means the international financial reporting standards adopted by the International Accounting Standards Board, as amended from time to time or any successor standards;

"Indemnified Party" means a Purchaser Indemnified Party or a Seller Indemnified Party, as the context dictates;

"Indemnifying Party" has the meaning set out in Section 6.2;

"Interim Period" means the period between the Execution Date and Closing on the Closing Date or termination of this Agreement without Closing occurring;

"Joint Election" has the meaning set forth in Section 2.4(c);

"JVA" has the meaning set forth in the recitals;

"JVA Interest" has the meaning set forth in the recitals;

"Law" includes:

(i) federal, provincial, state, territorial, regional, municipal and local government legislation including regulations and bylaws;
(ii) legislation of any jurisdiction other than those referred to in paragraph (i) above with which a Party must comply;
(iii) common law and equity;
(iv) Orders, administrative interpretations, guidelines, policies, or the like, of any Governmental Authority with which a Party is legally required to comply; and
(v) Governmental Authority requirements and Consents, certificates, licences, permits and approvals (including conditions in respect of those Consents, certificates, licences, permits and approvals);

"Legal Proceeding" means any litigation, action, application, suit, investigation, hearing, Claim, complaint, deemed complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any court, tribunal or Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review;

"Liabilities" means all costs, expenses, charges, debts, liabilities, Claims, demands and obligations, whether primary or secondary, direct or indirect, fixed, contingent, absolute or otherwise, under or in respect of any contract, agreement, arrangement, lease, commitment or undertaking, Law or Taxes;

"Liability Claim" has the meaning set out in Section 6.2;

"Liability Limits" has the meaning set out in Section 6.4(a);

"Lock Up Period" has the meaning set out in Section 2.3(c)(i);

"Loss" or "Losses" means any and all losses, Liabilities, expenses, damages, penalties, fines, judgments, awards, settlements, Taxes, fees (including but not limited to reasonable attorneys' fees) and disbursements;

"Material Adverse Effect" means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to Generation Mining, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from:

(i) changes, developments or conditions in or relating to general international or Canadian political, economic or financial or capital market conditions;
(ii) any change or proposed change in any Laws or the interpretation, application or nonapplication of any Laws by any Governmental Authority;
(iii) any change in conditions generally affecting the mining industry and not specifically targeted at Generation Mining;
(iv) any change in currency exchange, interest rate or inflationary conditions or general, economic, financial or credit market conditions in Canada;
(v) any changes in the price of palladium, platinum or copper;
(vi) any act of terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of terrorism, hostilities or war;
(vii) any epidemic, pandemic, earthquake, volcano, tsunami, hurricane, tornado or other natural disaster or act of God;
(viii) any generally applicable changes in IFRS;
(ix) any action taken (or omitted to be taken) by Generation Mining or the Seller, as the case may be, which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is requested or consented to by the Purchaser in writing, or the failure to take any action by Generation Mining or the Seller, as the case may be, if that action is prohibited by this Agreement;
(x) the execution, announcement or pendency of this Agreement or consummation of the transactions contemplated by this Agreement; or
(xi) any failure by a Party or any of its subsidiaries, as applicable, to meet any estimates, forecasts, projections or expectations regarding its revenues, costs (including capital costs), earnings or other financial performance or results of operations (provided that the underlying cause of any such change may be taken into account in determining whether there has been a Material Adverse Effect);

provided, however, that with respect to clauses (i) through to and including (viii) above, such matter does not have a materially disproportionate effect on Generation Mining, taken as a whole, relative to other comparable projects operating in the mining industry in Ontario; and (b) references in certain Sections of this Agreement to dollar amounts are not intended to be, and must not be deemed to be, illustrative for purposes of determining whether a "Material Adverse Effect" has occurred;

"Net Proceeds" has the meaning set out in Section 6.4(c);

"Notices" has the meaning set out in Section 11.1;

"Operator" means the operator as defined in the JVA;

"Order" means any order, judgment, injunction, decree, stipulation, determination, award, decision, ruling or writ of any Governmental Authority or other Person;

"Outside Date" means March 8, 2022.

"Party" means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party;

"Permitted Encumbrances" means:

(i) Encumbrances for taxes, rates or assessments which are not delinquent or which are being contested in good faith by the Seller;
(ii) inchoate or statutory Encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that such Encumbrances are related to obligations not due or delinquent, are not registered against title to any of the Property and in respect of which adequate holdbacks are being maintained as required by applicable Law;
(iii) the reservations in the original grant or grants from the Crown and the rights reserved to or vested in any Governmental Authority by any statutory provision;
(iv) any Encumbrance created by the terms of any of the permits, the contracts or the Property, including the right to terminate any such permits, contracts or Property or to require annual or other payments as a condition of their continuance;
(v) easements, rights of way or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services related to ordinary course of business;
(vi) agreements with municipalities or public utility or hydro commissions including development agreements, site plan agreements, subdivision agreements and other similar agreements;
(vii) any royalties, taxes, fees, or similar payments payable to any Governmental Authority under Law or to any third Person pursuant to any contract;
(viii) any Encumbrance detailed on public records maintained by Governmental Authorities in Ontario, including the Personal Property Security Registration System, the Land Registration System and the Mining Lands Administration System;
(ix) any Encumbrance that was set forth in the Disclosure Letter;
(x) the Stillwater Royalty; and
(xi) any Backto Back Royalty that is not terminated prior to Closing pursuant to the terms and conditions hereof.

"Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity;

"Project" means the Marathon PGMcopper project located approximately 10 kilometers north of the town of Marathon, Ontario, Canada, located on the Property;

"Property" has the meaning set forth in the JVA;

"Purchase Price" means the sum of \$15,013,939, being the amount determined by multiplying the Consideration Shares by the closing price of Generation Mining's common shares on the TSX on the day prior to the Execution Date;

"Purchaser Indemnified Party" has the meaning set out in Section 6.1(a);

"Representative" when used with respect to a Person means each director, officer, employee, consultant, equity financier, financial adviser, legal counsel, accountant and other agent, adviser or representative of that Person who is involved in the transactions contemplated by this Agreement;

"Sales Taxes" has the meaning set out in Section 2.4(c);

"Securities Act" means the xutsronmiecaTSIEA Securities Act (Ontario) and the rules, regulations and published policies thereunder;

"Securities Authorities" means the Ontario Securities Commission and the applicable securities commissions and other securities regulatory authorities in each of the applicable provinces of Canada and TSX;

"Securities Laws" means the Securities Act and all other applicable provincial securities laws and the rules, regulations and published policies thereunder including the rules and regulations of the TSX;

"Seller Indemnified Party" has the meaning set out in Section 6.1(b);

"Stillwater Royalty Agreement" means the two percent (2%) net smelter returns royalty created under the Acquisition of Mining Interests Agreement dated March 25, 2009 between Benton Resources Corp. and Marathon PGM Corporation, and as transferred to Stillwater Mining Company pursuant to the Asset Purchase and Sale and Royalty Agreement dated December 16, 2010 between Benton Resources Corp. and Stillwater Mining Company;

"Survival Period" has the meaning set out in Section 5.3;

"Tax" means:

(i) a tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or
(ii) income, stamp or transaction duty, tax or charge,

(or both, as the case may be) that is or may be at any time assessed, levied, imposed or collected by a Governmental Authority and includes interest, fines, penalties, charges, fees or other amounts imposed on or in respect of any of the foregoing;

"Tax Act" means the xutsronmiecaTSIEA Income Tax Act (Canada), as amended;

"Third Party" has the meaning given in Section 6.3(c);

"Third-Party Claim" has the meaning given in Section 6.3(a);

"Transaction" means the purchase and sale of the JVA Interest in accordance with the terms and conditions of this Agreement;

"Transfer" has the meaning set out in Section 2.3(c)(i);

"TSX" means the Toronto Stock Exchange; and

"Voluntary Provisions" means the provisions of Section 2.3(c);

1.2 Interpretation

Unless the context otherwise expressly requires, in this Agreement:

(a) the singular includes the plural and conversely and a gender includes all genders;
(b) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(c) a reference to an Article, a Section or a Schedule is a reference to an article of, section of, or a schedule to, this Agreement;
(d) a reference to any party (including a Party) includes that party's executors, administrators, substitutes (including, but not limited to, Persons taking by novation), successors and permitted assigns;
(e) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;
(f) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation, code, by law, ordinance or statutory instrument issued under it;
(g) a reference to writing includes a facsimile or electronic mail transmission and any means of reproducing words in a tangible and permanently visible form;
(h) a reference to, "dollars", "\$" or "CAD" is to currency of the Canada;
(i) the word "including" means "including without limitation" and "include" and, "includes" will be construed similarly;
(j) headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;
(k) a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement;
(l) if an act is prescribed to be done on a specified day which is not a Business Day, it must be done instead on the next Business Day; and
(m) a reference to a thing (including a right, obligation or concept) includes a part of that thing but nothing in this Section 1.2(m) implies that performance of part of an obligation constitutes performance of the obligation. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

1.3 Knowledge

Any reference in this Agreement to the "knowledge" of the Seller means to the actual knowledge and information that Jamie Levy, Chief Executive Officer would have had after making due inquiry regarding the relevant matter, and to the "knowledge" of the Purchaser Parties, means to the actual knowledge and information that Robert Philpot, Business Development would have had after making due inquiry.

1.4 Schedules

The following Schedules are attached to and incorporated into this Agreement:

Schedule A Form of Assignment and Assumption Agreement

Schedule B Purchase Price Allocation

Schedule C HST Certificate and Indemnity

Schedule D Back to Back Royalty Impacted Counterparty

2. PURCHASE AND SALE

2.1 Purchase and Sale

At the Closing Time, on and subject to the terms and conditions of this Agreement, the Seller shall sell and assign to the Purchaser, and the Purchaser shall purchase from the Seller, free and clear of any Encumbrances except Permitted Encumbrances, the JVA Interest.

2.2 Assumed Liabilities

The Purchaser covenants and agrees with the Seller that from and after the Closing Time, it will fully assume, discharge, perform and fulfil each of the Assumed Liabilities in accordance with the terms of the Assignment and Assumption Agreement.

2.3 Amount of Purchase Price

The total aggregate consideration deliverable by the Purchaser to the Seller for the JVA Interest on the Closing Date shall be satisfied by the delivery at the Closing Time of the Consideration Shares by the Purchaser to the Seller (or as the Seller has directed in writing pursuant to the terms of this Agreement).

(a) In addition to the Voluntary Provisions to which the Consideration Shares are subject, all Consideration Shares will be subject to a hold period under applicable Securities Laws and TSX policies during which time they may not be resold, transferred or otherwise disposed of except in accordance with applicable Securities Laws and TSX policies, and the share certificates or DRS certificates representing the Consideration Shares will be required to bear the legend substantially as follows:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA [THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING DATE].

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"): HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX."

(b) The Seller acknowledges that Generation Mining is issuing the Consideration Shares under exemptions from the prospectus requirements of applicable Securities Laws and, as a consequence, certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Seller;

(c) The Seller agrees that the Consideration Shares shall be subject to the following restrictions which shall survive the Closing and shall not merge on Closing:

(i) the Consideration Shares may not be sold, transferred, optioned, encumbered, pledged or hypothecated in any way, directly or indirectly (each, a "Transfer"), for 18 months from the Closing Date (the "Lock Up Period"), unless the sale is in accordance with the sale provisions set out below being that: [redacted sale procedure during Lock Up Period];

(ii) in connection with the election of directors of Generation Mining the beneficial holder of the Consideration Shares agrees that if it votes its Consideration Shares, it shall vote (or to cause the registered holder) to vote all of the Consideration Shares in accordance with the recommendations of management of Generation Mining on the election of directors at all annual and special meetings held by Generation Mining during the 18 month period following the Closing Time.

2.4 Tax Matters

(a) All consideration payable by the Purchaser to the Seller pursuant to this Agreement does not include any goods and services, harmonized sales, sales, retail sales, use, value added, land transfer, consumption, personal property, customs, excise, stamp, transfer, or similar taxes, duties or charges (collectively, the "Sales Taxes") and all such Sales Taxes are the responsibility and for the account of the Purchaser. If the Seller is required by applicable Laws to collect any Sales Taxes from the Purchaser, the Purchaser will pay such Sales Taxes to the Seller concurrent with the payment of the consideration on which such Sales Taxes are calculated, unless the Purchaser qualifies for an exemption from any such applicable Sales Taxes, in which case the Purchaser will, in lieu of payment of applicable Sales Taxes to the Seller, deliver to the Seller such certificates, elections, or other documentation required by applicable Laws and prepared to the satisfaction of the Seller, acting reasonably, to substantiate and effect the exemption claimed by the Purchaser. Where the Seller is not required by applicable Laws to collect applicable Sales Taxes, the Purchaser shall pay such Sales Taxes (if any) directly to the appropriate taxing authority and shall provide evidence of such payment to the Seller within 10 Business Days of payment of such amounts.
(c) The Seller and the Purchaser will use their commercially reasonable efforts to minimize (or eliminate) any Sales Taxes that are applicable to the purchase and sale of the JVA Interest,

including any taxes payable under the xutsronmiecaTSIEA Excise Tax Act (Canada) by, among other things, making such elections and taking such steps as may be provided for under that Act, including making a joint election in a timely manner under Section 167 of Part IX of the Excise Tax Act (Canada) (the yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA "Joint Election"). The Purchaser shall, at all times, indemnify and hold harmless the Seller, its directors, officers, and employees against and in respect of any and all amounts assessed by any taxing authority in the event that the Joint Election is made and subsequently found to be inapplicable, invalid, or not properly made, including all taxes, interest, and penalties assessed and including all reasonable legal and professional fees incurred by the Seller, its directors, officers, and employees as a consequence of or in relation to any such assessment. Notwithstanding anything else in this Agreement, this indemnity shall survive the Closing Date in perpetuity and shall not be subject to any thresholds, caps or similar restrictions.

(d) The Seller and the Purchaser shall execute and deliver all such Tax elections and forms as they may mutually agree upon.

2.5 Transfer Taxes

The Purchaser will pay directly to the appropriate taxing authorities all amounts properly payable by the Purchaser pursuant to this Agreement (other than Taxes payable by the Seller under applicable Laws). In the event that the Seller is required to pay or remit any such amounts, the Purchaser will indemnify and the Seller harmless (but without duplication) in respect of the same. This Agreement shall be operative and shall take effect as of the Closing Date. Furthermore, and for greater certainty, the Purchaser shall be liable for and shall promptly pay all land transfer taxes payable in connection with the transactions contemplated by this Agreement.

2.6 Allocation of Purchase Price

The Purchase Price shall be allocated in the manner set forth in Schedule B. The Seller and the Purchaser shall execute and file their respective tax returns in a manner consistent with such allocation. If the Seller fails to file its tax returns as aforesaid, the Seller and the Covenantor shall indemnify and save harmless the Purchaser in respect of any additional tax, and legal and/or accounting costs paid or incurred by it as a result of the failure to file as aforesaid. If the Purchaser fails to file its tax returns as aforesaid, the Purchaser and Generation Mining shall indemnify and save harmless the Seller in respect of any additional tax, and legal and/or accounting costs paid or incurred by it as a result of the failure to file as aforesaid.

2.7 TSX Approval

Promptly following the Execution Date the Purchasing Parties will apply to the TSX for approval to issue the Consideration Shares, shall ensure that such application discloses all of the provisions of Section 2.3 and shall diligently pursue such approval.

3. CONDITIONS OF CLOSING

3.1 Purchaser's Conditions

The obligation of the Purchaser to consummate the Closing pursuant to this Agreement is subject to the following conditions precedent, which are for the exclusive benefit of the Purchaser, and the Seller shall use all reasonable endeavours to satisfy the following conditions precedent:

(a) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA Representations and Warranties. At the Closing Time, all of the representations and warranties of the Seller contained in this Agreement will be true and correct in all material respects at and as of the Closing Date.
(b) Seller' Compliance. The Seller shall have performed and complied with all of the terms and conditions in this Agreement to be performed or complied with at or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all of the Closing Documents contemplated in Section 4.2 or elsewhere in this Agreement.
(c) No Legal Proceedings. No Order shall have been entered that prohibits or restricts the Closing. None of the Parties nor any of their respective Representatives, shall be a defendant in or third party to or threatened with any Legal Proceedings before any court or Governmental Authority which, in the opinion of the Purchaser acting reasonably, would prevent or restrict that Party from performing any of its obligations in this Agreement or any Closing Document.
(d) Closing Date. All other conditions to Closing in favour of the Purchaser contemplated by this Agreement shall have been satisfied, or waived by the Purchaser, on or prior to the Outside Date. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

3.2 Condition not Fulfilled

If any condition in Section 3.1 has not been fulfilled at or before the Closing Time, then the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at law or in equity, either:

(a) terminate this Agreement by Notice to the Seller, in which event the Purchaser Parties shall be released from its obligations (other than those contained in Article 8) under this Agreement; or
(b) waive compliance with any such condition, which shall be without prejudice to its right of termination in the event of nonfulfilment of any other condition, unless otherwise provided herein.

3.3 Seller's Conditions

The obligation of the Seller to consummate the Closing pursuant to this Agreement is subject to the following conditions precedent, which are for the exclusive benefit of the Seller, and the Purchaser shall use all reasonable endeavours to satisfy the following conditions precedent:

(a) Representations and Warranties. At the Closing Time, all of the representations and warranties of the Purchaser Parties contained in this Agreement will be true and correct in all material respects at and as of the Closing Date.
(b) Purchaser's Compliance. The Purchaser Parties shall have performed and complied with all of the terms and conditions in this Agreement on their respective parts to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Seller at the Closing Time all of the Closing Documents contemplated in Section 4.3 or elsewhere in this Agreement.
(c) No Legal Proceedings. No Order shall have been entered that prohibits or restricts the Closing or the issuance or trading of the common shares of Generation Mining. None of

the Parties nor any of their respective Representatives, shall be a defendant in or third party to or threatened with any Legal Proceedings before any court or Governmental Authority which, in the opinion of the Seller acting reasonably, would prevent or restrict that Party from performing any of its obligations in this Agreement or any Closing Document.

(d) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA Closing Date. All other conditions to Closing in favour of the Seller contemplated by this Agreement shall have been satisfied, or waived by the Seller, on or prior to the Outside Date.
(e) Listing of Consideration Shares on TSX. The issuance and listing of the Consideration Shares on the TSX will have been approved by the TSX.
(f) Novation/Amendment Regarding Back to Back Royalty Agreements. Subject to the provisions of Section 10.3, the Purchaser or Generation Mining shall have novated and assumed all of the Seller's obligations under the royalty agreements underlying the Back to Back Royalty Agreements [redacted commercially sensitive information about the royalty agreements] (other than the Back to Back Royalty Agreement relating to Seafield Resources Ltd.) on terms and conditions satisfactory to the Seller, acting reasonably, such that the Seller shall no longer have any liability under the royalty agreements underlying the Back to Back Royalty Agreements. For clarity, the Seller agrees that the Form of Consent Letter and Agreement to be Bound is to be used as a general indicator of such satisfactory terms and conditions [redacted commercially sensitive information about the royalty agreements]. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

3.4 Condition not Fulfilled

If any condition in Section 3.3 has not been fulfilled at or before the Closing Time, then the Seller in its sole discretion may, without limiting any rights or remedies available to the Seller at law or in equity, either:

(a) terminate this Agreement by Notice to the Purchaser in which event the Seller shall be released from all obligations (other than those contained in Article 8) under this Agreement; or
(b) waive compliance with any such condition, which shall be without prejudice to its right of termination in the event of nonfulfilment of any other condition, unless otherwise provided herein.

4. CLOSING ARRANGEMENTS

4.1 Closing

The Closing shall take place at 10:00 a.m. Eastern Time (the "Closing Time") on the Closing Date at the offices of Cassels Brock & Blackwell LLP in Toronto, Ontario, or at such other time on the Closing Date or such other place as may be agreed in writing by the Parties. The procedures of Closing will be as are mutually agreed by the Parties and their respective legal counsel, acting reasonably.

4.2 Seller's Closing Deliveries

At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser the following Closing Documents (all in a form and substance reasonably satisfactory to the Purchaser):

(a) a certificate of status (or equivalent), with respect to the Seller issued no more than three days prior to the Closing Date;
(b) certified copies of resolutions of the directors of the Seller approving the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered pursuant to this Agreement and the completion of the transactions contemplated by this Agreement including, without limitation, the sale of the JVA Interest;
(c) a certificate from a senior officer of both of the Seller, certifying, in his or her official capacity and not personal capacity, to the best of such officer's knowledge, information and belief (after due enquiry), that the conditions in Sections 3.1(a) and 3.1(b) have been satisfied;
(d) the Assignment and Assumption Agreement duly executed by the Seller;
(e) a receipt for the Purchase Price;
(f) an agreement terminating the JVA in accordance with article 17 of the JVA, save and except for the provisions of section 19.3 thereof (the yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA "Termination Agreement"); and
(g) all such other assurances, consents, agreements, documents and instruments as may be necessary, in the reasonable opinion of the Purchaser and its counsel, to complete the Closing provided for in this Agreement.

4.3 Purchaser's Closing Deliveries

At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following Closing Documents and payments (all in a form and substance reasonably satisfactory to the Seller):

(a) a certificate of status (or equivalent), if available, with respect to the Purchaser issued no more than three days prior to the Closing Date;
(b) a certificate of status (or equivalent), if available, with respect to Generation Mining issued no more than three days prior to the Closing Date;
(c) certified copies of resolutions of the directors of the Purchaser approving the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered pursuant to this Agreement and the completion of the transactions contemplated by this Agreement including, without limitation, the purchase of the JVA Interest;
(d) certified copies of resolutions of the directors of Generation Mining approving the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered pursuant to this Agreement and the completion of the transactions contemplated by this Agreement including, without limitation, the issuance of the Consideration Shares as contemplated by this Agreement;
(e) a certificate from a senior officer of the Purchaser and Generation Mining, certifying, in his or her official capacity and not personal capacity, to the best of such officer's knowledge, information and belief (after due enquiry), that the conditions in Sections 3.3(a) and 3.3(b) have been satisfied;
(f) a certificate from a senior officer of Generation Mining certifying (i) the constating documents of Generation Mining; and (ii) the incumbency of certain officers of Generation Mining;
(g) copies of approval letters from, or other correspondence with, the TSX, as applicable, demonstrating that the listing and posting for trading of the Consideration Shares has been approved subject only to the satisfaction by Generation Mining of such customary and standard conditions imposed by the TSX in similar circumstances;
(h) one or more share certificates or DRS certificates evidencing the issuance of the Consideration Shares to the Seller or its Affiliated nominees;
(i) an HST Certificate and Indemnity in the form attached as Schedule C;
(j) the Termination Agreement and the Assignment and Assumption Agreement, each duly executed by the Purchaser;
(k) the executed agreements evidencing the satisfaction of the conditions in Section 3.3(f); and
(l) all such other assurances, consents, agreements, documents and instruments as may be necessary, in the reasonable opinion of the Seller and its counsel, to complete the Closing provided for in this Agreement. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Seller

The Seller represents and warrants to the Purchaser Parties as follows:

(a) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA Authorization, Existence and Execution. The Seller has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement, and to carry out its obligations under this Agreement and such other agreements and instruments, and to own its property and assets and to conduct business as currently conducted. The execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller. The Seller is a corporation incorporated (or amalgamated) and validly subsisting under the laws of the jurisdiction of its incorporation (or amalgamation) and is up to date in all filings required by Law to maintain its existence;
(b) Organization. The Seller is entitled to possess and dispose of the JVA Interest in accordance with the terms of this Agreement. The location or character of the JVA Interest does not require the Seller nor any of their respective Affiliates to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than jurisdictions where it is duly registered, licensed or otherwise qualified and in good standing for such purpose;
(c) Bankruptcy. No liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to the Seller or any of its respective property and the Seller is not now aware of any circumstance which with notice or the passage of time or both would give rise to such an appointment;
(d) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA Enforceability. This Agreement has been and all other agreements and instruments to be executed as contemplated by this Agreement will be, duly executed by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with their terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought;
(e) Absence of Conflicting Agreements. The execution and delivery of this Agreement and all other agreements and instruments to be executed as contemplated by this Agreement, and the performance of and completion by the Seller of the transactions contemplated by this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement do not and will not result in or constitute (i) a default, breach or violation or an event that, with notice or lapse of time or both, would be a material default, breach or violation of any of the terms, conditions or provisions of any contract or other agreement to which the JVA Interest or the Seller is bound, any Law, or the constating documents of the Seller or (ii) the creation of an Encumbrance over the JVA Interest, other than Permitted Encumbrances;
(f) Residence of Seller. The Seller is not a nonresident of Canada for purposes of Section 116 of the xutsronmiecaTSIEA Income Tax Act (Canada);
(g) HSTRegistration. The Seller is registered for HST under Part IX of the Excise Tax Act (Canada). The Seller's HST registration number is ; [redacted HST registration number]
(h) JVA Interest. The Seller has good and marketable title to the JVA Interest, free and clear of any and all Encumbrances, except for Permitted Encumbrances.
(i) Seller Consents and Approvals. No Consent is required to be obtained by the Seller from any Person, including under applicable Law, in connection with the execution and delivery of this Agreement by the Seller, the completion of the transactions contemplated by this Agreement or to sell the JVA Interest to the Purchaser;
(j) Notices. To the knowledge of the Seller, no notice is required to be delivered by the Seller to any Person in connection with the execution and delivery of this Agreement or the completion of the transactions contemplated by this Agreement by the Seller;
(k) Legal Proceedings. There are no Legal Proceedings pending nor, to the best of the knowledge of the Seller, threatened by or against the Seller relating to or affecting the JVA Interest or the transactions contemplated by this Agreement; and
(l) Commissions. The Purchaser will not be liable for any brokerage commission, finder's fee or other similar payment in connection with the transactions contemplated by this Agreement because of any action taken by, or agreement or understanding reached by the Seller.

Except for the representations and warranties expressly set out in this Section 5.1, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of the JVA Interest or any of the Assets including with respect to merchantability or fitness for any particular purpose. Representations and Warranties of the Purchaser Parties. The Seller acknowledges that in

connection with the purchase and sale contemplated by this Agreement it has not relied on any representation and warranties other than those set out in Section 5.2. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

5.2 Representations and Warranties of the Purchaser Parties

The Purchaser Parties jointly and severally represent and warrant to the Seller as follows:

(a) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA Authorization, Existence and Execution. Each of the Purchaser Parties has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Purchaser Parties as contemplated by this Agreement, and to carry out each of its obligations under this Agreement and such other agreements and instruments, and to own its property and assets and to conduct its business as currently conducted. The execution and delivery of this Agreement and such other agreements and instruments to which either of the Purchaser Parties is party and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of the Purchaser Parties;
(b) Bankruptcy. No liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to either of the Purchaser Parties or any of their respective property and neither of the Purchaser Parties is now aware of any circumstance which with notice or the passage of time or both would give rise to such an appointment;
(c) Enforceability. This Agreement has been, and all other agreements and instruments to which each of the Purchaser Parties is a party to be executed as contemplated by this Agreement will be, duly executed by the Purchaser Parties and constitute valid and binding obligations of the Purchaser Parties, enforceable against the Purchaser Parties, in accordance with their terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought;
(d) Absence of Conflicting Agreements. The execution and delivery of this Agreement and all other agreements and instruments to which it is a party to be executed as contemplated by this Agreement by the Purchaser Parties, and the performance of and completion by the Purchaser Parties of the transactions contemplated by this Agreement and all other agreements and instruments to be executed by each of the Purchaser Parties as contemplated by this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a material default, breach or violation of any of the terms, conditions or provisions of any agreement to which either or the Purchaser Parties is bound, any Law, or the constating documents of either of the Purchaser Parties;
(e) HSTRegistration. The Purchaser is registered for HST under Part IX of the xutsronmiecaTSIEA Excise Tax Act (Canada). The Purchaser's HST registration number is; [redacted HST registration number]
(f) Consents. Save and except for the approval of the TSX to issue the Consideration Shares, no Consent is required to be obtained by either of the Purchaser Parties from any Person, including under applicable Law, in connection with the execution and delivery of this Agreement by the Purchaser Parties, the completion of the transactions contemplated by

this Agreement, the purchase of the JVA Interest from the Seller or the issuance by Generation Mining and the delivery by the Purchaser of the Consideration Shares to the Seller or its Affiliated nominees;

(g) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA Legal Proceedings. There are no Legal Proceedings pending nor, to the best of the knowledge of the Purchaser Parties, threatened by or against either of the Purchaser Parties relating to or affecting the transactions contemplated by this Agreement. Neither of the Purchaser Parties is a party to or subject to any judgment, order, writ, injunction or decree which prohibits, restrains, materially limits or imposes material adverse conditions on the transactions contemplated by this Agreement and Generation Mining is not a party to or subject to any judgment, order writ, injunction or decree which prohibits, restrains, materially limits or imposes material adverse conditions on the issuance of the Consideration Shares;
(h) Commissions. The Seller will not be liable for any brokerage commission, finder's fee or other similar payment in connection with the transactions contemplated by this Agreement because of any action taken by, or agreement or understanding reached by either of the Purchaser Parties;
(i) Reporting Issuer Status and Compliance with Securities Laws. Generation Mining is a reporting issuer or the equivalent and is in compliance with its obligations under applicable securities Laws and the rules of the TSX in all material respects and is not included in any list of defaulting reporting issuers maintained by the applicable Canadian securities commissions. The outstanding common shares of Generation Mining are listed and posted for trading on the TSX;

(j) Issuance of Consideration Shares.

(i) Generation Mining has the power and authority to create, issue and deliver the Consideration Shares and when issued, such Consideration Shares will be validly issued as fully paid and nonassessable common shares in the capital of Generation Mining;
(ii) the issuance by Generation Mining of Consideration Shares to the Seller or its Affiliated nominees will be exempt from the prospectus requirements of applicable securities Laws and no document will be required to be filed and save and except for the Voluntary Provisions, no proceeding taken or approval, permit, consent, Order or authorization obtained under any such Laws in connection with the first trade of such Consideration Shares (assuming that: at the time of such trade, at least four months have elapsed from the "distribution date" (as such term is defined in NI 45102)); such trade is not a "control distribution" as defined in NI 45102; no unusual effort is made to prepare the market or create a demand for the security that is the subject of the trade; no extraordinary commission or consideration is paid to a Person in respect of the trade; and, if the Seller is an insider of Generation Mining, it has no reasonable grounds to believe that Generation Mining is in default of "securities legislation" (as defined in National Instrument 14101 Definitions);
(k) No Material Changes. There is no material change, as defined in applicable securities Laws relating to Generation Mining or any change in any material fact, as defined in applicable securities Laws, which has not been publicly disclosed in accordance with the

requirements of applicable securities Laws and the policies of the TSX. There is no Material Adverse Effect;

(l) zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA No Orders. No Order suspending the sale or ceasing the trading in any securities of Generation Mining or prohibiting the sale of such securities has been issued by any Governmental Authority and no such Order or ruling is outstanding against Generation Mining or its Representatives or promoters and no investigations or Legal Proceedings for such purposes have been threatened or, to the best of the knowledge of the Purchaser Parties, are pending or contemplated;
(m) Continuous Disclosure Obligations. Since February 23, 2018, Generation Mining has complied with all continuous disclosure obligations under applicable securities Laws. No portion of the Generation Mining Disclosure Record contained a misrepresentation as at its date of public dissemination;
(n) Financial Statements.
(i) As at December 30, 2020 and as at June 30, 2021, the financial statements of Generation Mining contained in the Generation Mining Disclosure Record, filed with each applicable securities commission, have all been prepared in accordance with IFRS and present fairly in all material respects, the financial condition of Generation Mining as at the dates thereof and the results of the operations and the changes in the financial position of Generation Mining for the periods then ended, and reflect accurately all material Liabilities of Generation Mining as at the dates thereof, and no adverse material changes in the financial position of Generation Mining has taken place since June 30, 2021; and
(ii) Generation Mining has no material liabilities, fixed or contingent, that are not reflected and accurately accounted for in the financial statements of Generation Mining contained in the Generation Mining Disclosure Record or in the notes thereto, other than liabilities arising in the ordinary course of business since the date of such financial statements.

The Purchaser Parties each acknowledge that it has not relied on any representation and warranties other than those set out in Section 5.1. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

5.3 Survival of Representations and Warranties

The representations and warranties of the Parties contained in this Agreement will survive until the two year anniversary of the Closing Date (the "Survival Period").

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 General Indemnification Obligation

(a) Subject to Section 6.4, the Seller hereby indemnifies and hold harmless the Purchaser Parties and their Representatives (each a "Purchaser Indemnified Party") from and against any and all Losses incurred or suffered by any of such Persons based upon, arising out of, or otherwise in respect of any breach of any representation, warranty or covenant of the Seller contained in this Agreement, or any certificate delivered by the Seller pursuant hereto, in each case, excluding any Losses suffered or incurred by the Purchaser Indemnified Party as a result of the breach of the terms of this Agreement by, or gross negligence or willful misconduct of, a Purchaser Indemnified Party.

(b) The Purchaser Parties hereby jointly and severally indemnify and hold harmless the Seller and its Representatives (each a yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA "Seller Indemnified Party") from and against any and all Losses incurred or suffered by any of such Persons based upon, arising out of, or otherwise in respect of any inaccuracies in or any breach of any representation, warranty or covenant of the Purchaser Parties contained in this Agreement or any certificate delivered by the Purchaser Parties pursuant hereto, in each case, excluding any Losses suffered or incurred by such Seller Indemnified Party as a result of the breach of the terms of this Agreement by, or gross negligence or willful misconduct of, a Seller Indemnified Party.
(c) Notwithstanding Sections 6.1(a) and 6.1(b), no Party will have any Liability for, or obligation to an Indemnified Party with respect to, any consequential damages, lost profit, or like bases of Claim, nor for any special, indirect, punitive or aggravated damages arising out of Losses.
(d) In the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article 6 independently, such Indemnified Party will only be permitted to recover with respect to any particular Losses suffered by it one time as it is the Parties' intent that once any particular Losses have been recovered by a particular Indemnified Party under one provision, such Losses no longer exist with respect to such Indemnified Party and, therefore, recovery by such particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited "double" recovery.

6.2 Notice of Asserted Liability

As soon as is reasonably practicable after an Indemnified Party becomes aware of any Claim that the Indemnified Party has under Section 6.1 that may result in a Loss for which the Indemnified Party is entitled to indemnification hereunder (a "Liability Claim"), such Party will give Notice of such Liability Claim (a "Claims Notice") to the other indemnifying Party (the "Indemnifying Party"). A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 6.2 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

6.3 Third-Party Claims

(a) If a Liability Claim is brought by a third party (a "Third-Party Claim"), then the Indemnified Party will promptly give written Notice thereof to the Indemnifying Party. Such Notice must specify with reasonably particularity, to the extent that such information is available: (i) the factual basis for the Claim; and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive Notice of any Claim in time to contest effectively the determination of any Liability susceptible of being contested, the Indemnifying Party will be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses (including related costs and expenses) incurred by the Indemnifying Party resulting from the Indemnified Party's failure to give such Notice on a timely basis.

(b) With respect to any ThirdParty Claim, the Indemnifying Party will have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Claim and, in such event, the Indemnifying Party must reimburse the Indemnified Party for all of the Indemnified Party's reasonable outofpocket expenses arising prior to the time at which the Indemnifying Party assumed control. Subject to Section 6.3(d), if the Indemnifying Party elects to assume such control, the Indemnified Party will have the right to participate in the negotiation, settlement or defence of such ThirdParty Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel must be paid by the Indemnified Party unless the representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), a conflict of interest between the Indemnifying Party and the Indemnified Party or the subject matter of the applicable expenses and Losses may not fall within the indemnity set forth herein, in which case such fees and disbursements must be paid by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the ThirdParty Claim within a reasonable time, the Indemnified Party will be entitled to assume such control. In such event, the Indemnifying Party will be bound by the results obtained by the Indemnified Party with respect to such ThirdParty Claim.
(c) If any ThirdParty Claim is of a nature such that the Indemnified Party is required by applicable Law to incur Losses or make a payment to any Person (a yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA "Third Party") with respect to the ThirdParty Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may incur such Losses or make such payment and the Indemnifying Party must, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such Losses and payments. If the amount of any Liability of the Indemnified Party under such ThirdParty Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party must, forthwith after the receipt of the difference from the ThirdParty, pay the amount of such difference attributable to such overpayment, together with any interest thereon paid by the ThirdParty to the Indemnified Party, to the Indemnifying Party. In addition, the Indemnifying Party shall post all security required by any court, regulatory body or other authority having jurisdiction, including, for purposes of enabling the Indemnifying Party to contest any ThirdParty Claim.
(d) If the Indemnifying Party fails to assume control of the defence of any ThirdParty Claim in accordance with Section 6.3(b), the Indemnified Party will have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any ThirdParty Claim, the Indemnifying Party will not settle any ThirdParty Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Liability of the Indemnifying Party will be limited to the proposed settlement amount if any such consent is not obtained within a reasonable period of time for any reason.
(e) The Indemnified Party and the Indemnifying Party will cooperate fully with each other with respect to ThirdParty Claims and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

(f) Notwithstanding anything else in this Article 6, the Indemnifying Party will not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

6.4 Liability Limits

(a) The Liability for indemnification pursuant to Section 6.1(a) and 6.1(b) will be limited in respect of the breach of any representations and warranties only, in the aggregate equal to: (i) for Fundamental Representations and Warranties, 100% of the Purchase Price,; and (ii) for all other representations and warranties that are not Fundamental Representations and Warranties, [redacted liability limit] ; provided, however, that such limits will not apply to Claims for indemnification to the extent based on any Loss in respect thereof arising out of or in connection with fraud. The limits set forth in this Section 6.4(a) are the "Liability Limits".
(b) Notwithstanding anything to the contrary contained in this Agreement, an Indemnifying Party will not have any Liability under this Agreement in respect of the breach of any representations and warranties only (whether or not indemnifiable by one or more Indemnifying Parties) unless:
(i) the aggregate amount of such Losses sustained by all Indemnified Parties in respect of a single Claim exceeds [redacted floor for single claim] ; and
(ii) the aggregate amount of all such Losses sustained by all Indemnified Parties exceeds [redacted floor for aggregate claims]

in which event the amount of all such Losses may be recovered.

(c) The Liability for indemnification by the Seller shall be strictly limited to the Consideration Shares, either by: (i) cancelation of the Consideration Shares (with the amount to be calculated based on the market price (as determined by the rules of the TSX) on the date of payment); or (ii) the gross amount received by or on behalf of the Seller from any sale, assignment, transfer or other disposition of any of the Consideration Shares, to fund the Liability without set off, deduction or interest, net only of commissions paid by or on behalf of the Seller (the "Net Proceeds"). The Seller covenants and agrees that, given the Liability Limits: (i) during the Survival Period, it shall not distribute or pay out to any person whatsoever and in any manner whatsoever any of the Net Proceeds; and (ii) from and after the Survival Period, if the Seller has received a Claims Notice from the Indemnified Party, unless and until the applicable Claim or Claims set forth in the Claims Notice have been settled, withdrawn or paid in full, the Seller shall retain an amount of the Net Proceeds that is equal to the quantum of the Claim or Claims set forth in the Claims Notice plus a mark up of 10%. For clarity, if the Seller sells, assigns or transfers any of the Consideration Shares to an Affiliate, the Net Proceeds therefor shall be deemed to be equal to the market price thereof (as determined by the rules of the TSX).

6.5 Exclusive Remedy

Subject to Article 9 and Section 8.3, this Article 6 provides the exclusive remedy for any misrepresentation or breach of any representation or warranty, covenant or other agreement under this Agreement or any other Claim arising out of this Agreement or the transactions contemplated hereby.

7. CONFIDENTIALITY

7.1 General

The Parties agree that: (i) this Agreement (including any drafts of it), all information (whether in tangible or electronic form) exchanged between the Parties or their Affiliates under this Agreement and all information concerning or relating to the Project of which the Purchaser Parties or their respective Representatives become aware (the "Confidential Information") is confidential and must be kept confidential and must not be disclosed to any Person at any time or in any manner except:

(a) to another Party;
(b) with the prior written consent of the other Parties;
(c) by a Party to its Affiliates;
(d) to the extent that the Confidential Information was publicly available at the Execution Date or becomes publicly available subsequent to the Execution Date without breach of this Agreement;
(e) as may be necessary in seeking Consent of any Governmental Authority or third party to complete the transactions contemplated herein, or as required by the terms of any contract to which the Seller is bound;
(f) by a Party to legal, financial and other professional or technical advisers, auditors and other consultants, officers and employees of:
(i) that Party; or
(ii) that Party's Affiliates,

in any case requiring the information for the purposes of this Agreement (or any transactions contemplated by this Agreement), or for the purpose of advising that Party in relation to this Agreement;

(g) to the extent required by Law or by a lawful requirement of any Governmental Authority having jurisdiction over a Party or its Affiliates (and the Parties expressly agree that if this Agreement is required to be filed under the Purchaser's SEDAR profile at www.sedar.com or with the SEC at www.sec.gov/edgar/, then the Seller will be given reasonable opportunity (and in any event, not less than three Business Days) to propose such redactions permitted under such Law or lawful requirements as the Seller may require, and the Purchaser shall make such redactions provided it is lawful to do so);
(h) if required in connection with legal proceedings or arbitration relating to this Agreement or other agreement involving one or more of the Parties or related to the Project or the Assets or for the purpose of advising a Party in relation to Legal Proceedings;
(i) to a banker, lender, financial institution or other financing source considering the provision of or, which has provided financing to, a Party or an Affiliate of a Party or to a Representative of such banker, financial institution or other financing source; or

(j) as required by the rules and regulations of any regulator, securities commission or recognized stock exchange or similar public market for trading shares upon which securities of a Party or of an Affiliate of a Party are quoted after the reasonable prior consultation, if practicable, with the other Parties taking place as to the nature and form of the disclosure (which does not imply that the consent or approval, of the other Parties must or need be obtained). Notwithstanding the foregoing, any disclosure must be to the standards required by the applicable stock exchange, regulator, securities commission or applicable Law. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

7.2 Public Announcements

(a) Prior to Closing a Party may not make any public announcement or public disclosure in relation to the Project, this Agreement or any matter arising under this Agreement unless to the extent practicable:
(i) the wording of the announcement or disclosure is agreed between the Parties, such agreement not to be unreasonably withheld; or
(ii) the announcement or disclosure is otherwise permitted under Section 8.2(b).
(b) A Party is entitled to make announcements or public disclosure to comply with the listing rules of an applicable recognized stock exchange on which its shares (or that of its Affiliate) are listed or the requirements of a regulator, securities commission or Law. The Party proposing to make such an announcement or disclosure will endeavour to give the other Party as much Notice as is possible (and in any event will endeavour to give at least 24 hours' Notice) of its intention to make the announcement or disclosure, and will take into account the reasonable requests of the other Party in relation to the wording of the announcement or disclosure.

7.3 Duration

The provisions of this Section 7 shall continue to apply for a period of two (2) years following the Closing Date.

8. TERMINATION

8.1 Termination

(a) Subject to Section 9.1(b),
(i) if, at any time, there is any material breach by the Seller under this Agreement or if any condition contained in Section 3.1 is not satisfied or waived by the Purchaser Parties at or before the Outside Date to the satisfaction of the Purchaser, then the Purchaser Parties may by Notice to the Seller terminate this Agreement and the obligations of the Parties hereunder, but (unless otherwise herein provided) without detracting from the rights of the Purchaser Parties arising from any such breach; or
(ii) if, at any time, there is any breach by either of the Purchaser Parties under this Agreement or if any condition contained in Section 3.3 is not satisfied or waived by the Seller at or before the Outside Date to the satisfaction of the Seller, then the Seller may by Notice to the Purchaser Parties terminate this Agreement and

the obligations of the Parties hereunder, but (unless otherwise herein provided) without detracting from the rights of the Seller arising from such breach.

(b) This Agreement may be terminated by:
(i) the mutual written agreement of the Parties hereto;
(ii) either the Purchaser Parties or the Seller if the Outside Date occurs prior to satisfaction or waiver of the conditions to Closing provided for under Section 3.1 or 3.3; or
(iii) either the Purchaser Parties or the Seller, if any Law is passed that makes consummation of the transactions contemplated by this illegal or otherwise prohibited or if any injunction, Order or decree enjoining the Parties from consummating the transactions contemplated by this Agreement is entered and such injunction, Order or decree shall become final and nonappealable.
(c) A right to terminate this Agreement under Sections 9.1(a)(i), 9.1(a)(ii) or 9.1(b)(ii) will not be available to any Party whose failure to fulfil any of its covenants or obligations or breach of any of its representations and warranties under this Agreement has been a principal cause of, or resulted in, the failure of the Closing Date to occur prior to the Outside Date. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

8.2 No Prejudice on Termination

Unless otherwise herein provided, any termination of this Agreement under Section 9.1 shall be without prejudice to the rights of the Parties arising on or before termination of this Agreement.

8.3 Specific Performance

The Parties agree that irreparable harm would occur if any of the provisions of this Agreement or the Assignment and Assumption Agreement:

(a) are not performed in accordance with their specific terms; or
(b) are otherwise breached,

for which money damages would not be an adequate remedy at Law and accordingly agree that, in addition to any other remedy to which a Party may be entitled at law or in equity, a Party will be entitled to seek an injunction or injunctions and other equitable relief to prevent breaches of this Agreement and the Parties waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

9. GUARANTEE

9.1 Generation Mining Guarantee

For good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged by Generation Mining, Generation Mining hereby unconditionally and irrevocably guarantees to the Seller the full and timely payment and performance by the Purchaser of the obligations of the Purchaser from time to time under this Agreement or the Assignment and Assumption Agreement (after giving effect to any cure periods provided herein). In the event that the Purchaser defaults in such full and timely performance (after giving effect to any cure periods provided herein) of any such obligation, Generation Mining must promptly perform such obligation or otherwise pay any such obligation (whether for principal, the purchase price, interest, fees, expenses, indemnities or otherwise) to Seller upon written demand. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

9.2 Unconditional Obligation

Purchaser's obligations under this Agreement and the Assignment and Assumption Agreement are unconditional, irrespective of any circumstances that might otherwise constitute a legal or equitable discharge of a surety or Generation Mining, and the Parties agree that it is not necessary to institute or exhaust any remedies or causes of action against the Purchaser or others as a condition of the obligations of Generation Mining under this Agreement and the Assignment and Assumption Agreement.

9.3 Nature of Guarantee

The guarantee provided herein shall in all respects be a continuing, absolute, unconditional and irrevocable guarantee of payment when due and not of collection. Generation Mining guarantees that the aforementioned obligations of the Purchaser will be paid strictly in accordance with the terms thereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Seller with respect thereto. Generation Mining renounces all benefits of discussion and division. The liability of Generation Mining hereunder shall be absolute, unconditional and irrevocable irrespective of, and without being released or limited by:

(a) any lack of validity, legality or enforceability of any provision of this Agreement or the Assignment and Assumption Agreement;
(b) the failure of the Seller to assert any Claim or demand or to enforce any right or remedy against the Purchaser or any other Person under the provisions of this Agreement or the Assignment and Assumption Agreement, or otherwise;
(c) any change in the time, manner or place of payment of, or in any term of, all or any of the Purchaser's obligations owed to the Seller Parties or any other extension, compromise, indulgence or renewal of any such obligations;
(d) any reduction, limitation, variation, impairment, discontinuance or termination of the Purchaser's obligations owed to the Seller Parties for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and Generation Mining hereby waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Purchaser's obligations owed to the Seller or otherwise (other than by reason of any payment which is not required to be rescinded);
(e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of the Purchaser's obligations owed to the Seller or any guarantees or security;
(f) any change in the name of either of Seller or in the constating documents, capital structure, capacity or constitution of the Seller, the bankruptcy or insolvency of the Seller, the sale of any or all of either of the Seller's business or assets or being consolidated, merged or amalgamated with any other person; or

(g) any other circumstance (other than final payment in full) which might otherwise constitute a defence available to, or a legal or equitable discharge of any surety.

Any of the Purchaser's obligations owed to the Seller which may not be recoverable from Generation Mining as guarantor shall be recoverable from Generation Mining as principal debtor in respect thereof. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

9.4 Enforcement

Upon written demand by the Purchaser Parties, the Covenantor shall forthwith pay to the Purchaser Parties in immediately available funds the total amount of all unpaid and overdue obligations of the Seller which are owed to Purchaser Parties.

9.5 Further Actions

The Covenantor shall take all such actions as are required to cause the Seller to perform and pay fully and on a timely basis all of its obligations hereunder.

10. COVENANTS OF THE PARTIES

10.1 Interim Period Covenants

Subject to the terms and conditions of this Agreement, the Seller and the Purchaser Parties agree to use their commercially reasoanable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the Transaction including:

(a) with respect to Generation Mining, obtaining the approval of the TSX to the issuance of the Consideration Shares; and
(b) with respect to the Seller, obtaining the Back to Back Royalty Impacted Counterparty Consents.

The Seller and the Purchaser Parties agree to execute and deliver such other documents, certificates, contracts and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transaction as contemplated herein.

10.2 Co Operation

The Purchaser Parties shall co operate with the Seller and render all reasonable assistance required by the Seller in connection with obtaining the Back to Back Royalty Impacted Counterparty Consents. The Parties shall use commercially reasonable efforts to request the approvals and consents contemplated in Section 10.2 in a timely manner after the Execution Date. The Purchaser acknowledges that immediately after Closing on the Closing Date, the Seller shall send a notice to in connection with the [redacted name of agreement with First Nations] in substantially the following form (and the Purchaser and Generation Mining agree to sign such notice); [redacted notice under agreement with First Nations]

10.3 Non Procurement of Back to Back Royalty Impacted Counterparty Consents

If (i) the Back to Back Royalty Impacted Counterparty Consents are not obtained prior to the Closing Date, (ii) the Seller waives the closing condition in Section 3.3(f) and (iii) the Closing occurs, then the Seller and the Purchaser Parties will continue to use commercially reasonable efforts to obtain the Back to Back Royalty Impacted Counterparty Consents from and after the Closing Date. In such instance, the Back to Back Royalty Agreement with respect to any Back to Back Royalty Impacted Counterparty Consent that is not obtained on or before the Closing Date shall remain in place (unless and until any such applicable Back to Back Royalty Impacted Counterparty Consent is obtained, at which point the same shall be terminated) and prior to Closing, the Parties shall mutually agree upon the security that shall be obtained by the Seller from the Purchaser (that shall be acceptable to both Parties, acting reasonably) in order to assure the Seller that either its Back to Back Royalty Agreement attaches to the Project as an Encumbrance or to grant the Seller an Encumbrance on the Project (that may, if such Encumbrance does not run with the land, be subordinated to project lenders or other financiers on terms satisfactory to each of the Purchaser and Seller). yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

11. GENERAL

11.1 Notices

(a) All notices, payments and other required communications (the "Notices") to the Parties shall be in writing and shall be addressed to their respective addresses set forth below:
(i) in the case of a Notice to the Purchaser Parties:

Generation Mining Limited First Canadian Place 100 King Street West Suite 7010 PO Box 70 Toronto, Ontario M5X 1B1

Attention: Chief Executive Officer Email [email address redacted]

with a copy to (which shall not constitute Notice) to:

Cassels Brock & Blackwell LLP 40 King Street West, Suite 2100 Toronto, Ontario M5H 3C2

Attention: Cathy Mercer Email: [email protected]

(ii) in the case of a Notice to the Seller:

Stillwater Canada Inc. c/o Sibanye Gold Limited Constantia Office Park Cnr 14th Ave and Hendrik Potgieter Road Bridgeview House Weltevreden Park South Africa 1709

Attention: [contact person name and title redacted] Email: [email address redacted]

with copies (which shall not constitute Notice) to:

Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6

Attention: [contact person name redacted] Email: [email address redacted]

and:

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900 Vancouver, BC V6C 0A3

Attention: [contact person name redacted] Email: [email address redacted]

(b) All Notices shall be given (i) by personal delivery to the applicable Party or (ii) by electronic communication with a confirmation sent by registered or certified mail return receipt requested or (iii) by registered or certified mail return receipt requested. All Notices shall be effective and shall be deemed delivered: (a) if by personal delivery, on the date of delivery if delivered during normal business hours, and if not delivered during normal business hours, on the next Business Day following delivery; (b) if by electronic communication, on the next Business Day following receipt of the electronic communication; and (c) if solely by mail, on the next Business Day after actual receipt. A Party hereto may change its address by Notice to the other Party. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

11.2 Survival

This Article 11, Article 1. Article 6, Article 7, Article 9 and Sections 2.2, 2.3, 2.4, 2.5, 2.6, 5.3, , 8.2 , 8.3, Section 9.3, Section 10.3 and all rights accrued prior to termination of this Agreement will not merge on the Closing or termination of this Agreement, but will continue in full force and effect after any Closing or termination of this Agreement as will any other provision of this Agreement which expressly or by implication from its nature is intended to survive the Closing or termination of this Agreement.

11.3 Waiver

The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the right of the Party thereafter to enforce any provision or exercise any right.

11.4 Amendments

Any amendment or modification of this Agreement shall only be valid and binding on the Parties if made in writing and duly executed by all Parties.

11.5 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard for any conflict of laws or choice of law principles that would permit or require the application of the laws of any other jurisdiction. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

11.6 No Third Party Beneficiary Rights

This Agreement shall be construed to benefit the Parties and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other Person.

11.7 Severability

Any Article, Section or other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed from this Agreement and be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the spirit or intent of the remaining provisions hereof.

11.8 Further Assurances

Each Party covenants and agrees that, from time to time, both before and after the Closing Date, each Party will, at the other Party's request, execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, assumptions, consents and other assurances and do all such other acts and things as the requesting Party, acting reasonably, may from time to time request be executed or done in order to give effect fully to any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

11.9 Entire Agreement

This Agreement and the Assignment and Assumption Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written with respect to the subject matter of this Agreement and the Assignment and Assumption Agreement. There are no conditions, warranties, representations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement. Notwithstanding the foregoing, the Acquisition Agreement and all documents executed in connection therewith remain in full force and effect in accordance with their terms.

11.10 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties.

11.11 Successors and Assigns

This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns.

11.12 Time of Essence

(c) Time is of the essence of this Agreement.
(d) If the Parties agree to vary a time requirement, the time requirement so varied is of the essence of this Agreement.

(e) Any Agreement to vary a time requirement must be in writing. yxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

11.13 Expenses

Each Party shall be responsible for their own legal and other expenses (including any Taxes imposed on such expenses) incurred in connection with their own due diligence and the negotiation, preparation, execution, delivery and performance of this Agreement and the completion of the transactions contemplated by this Agreement and for the payment of any broker's commission, finder's fee or like payment payable by it in respect of the transactions herein contemplated whether accruing before, at or after the Closing.

11.14 Counterparts

This Agreement may be executed in any number of counterparts and all such counterparts, taken together, shall be deemed to constitute one and the same instrument. This Agreement may be signed and accepted by facsimile or electronic PDF. zyxwvutsrponmlkihgfedcbaXWVTSRPONMLJIHFEDCBA

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

IN WITNESS WHEREOF zyxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA the Parties have executed this Agreement.

STILLWATER CANADA INC.

By: "signed"

Laurent Charbonnier Director Authorized Signatory

GENERATION PGM INC.

By: "signed" Jamie Levy President & CEO

Authorized Signatory

GENERATION MINING LIMITED

By: "signed"

Jamie Levy President & CEO Authorized Signatory fVUTSRPONMLIHGEDCBA

Schedule A

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT zyxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

This Assignment and Assumption Agreement (this "Assignment and Assumption Agreement") is entered into and effective as of • (the "Effective Date") between Stillwater Canada Inc. (the "Assignor") and Generation PGM Inc. (the "Assignee").

WHEREAS the Assignor and the Assignee together with Generation Mining Limited executed and delivered a Marathon Acquisition Agreement (the "MAA") dated as of December 8, 2021 with the Assignor being the Seller and the Assignee being the Purchaser thereunder.

AND WHEREAS this Assignment and Assumption Agreement is to be delivered by the Assignor and the Assignee at the Closing in respect of the JVA Interest and the Assumed Liabilities further to the provisions of the MAA;

AND WHEREAS under the terms of the MAA, the Assignor has agreed to assign and transfer to the Assignee the JVA Interest, and the Assignee has agreed to assume and discharge, the Assumed Liabilities.

For good and valuable consideration the receipt and sufficiency of which is acknowledged by each of the Assignor and the Assignee, the Assignor and the Assignee agree as follows:

10. Capitalized terms and expressions used and not defined herein but defined in the MAA shall have the meanings assigned to them respectively in the MAA.
11. Subject to paragraph 3 below, the Assignor hereby assigns and transfers to the Assignee the JVA Interest and all of the Assignor's right, title and interest therein free and clear of any Encumbrances, except Permitted Encumbrances, as at and from the Effective Date; provided however, that the foregoing shall not limit the Assignor's ability, and the Assignor shall be entitled to continue to rely upon and make use of any indemnities and dispute resolution processes granted under any contracts forming part of the JVA Interest, to the extent that the Assignor would have otherwise been entitled to, as if the assignment had not occurred.
12. The Assignee accepts the assignment of the JVA Interest and fully assumes the Assumed Liabilities and the Assignee furthermore covenants and agrees with the Assignor to fulfil, perform pay and discharge as and when due, and be responsible for and indemnify and save harmless the Assignor from and against all Claims, Losses or Liabilities arising from or relating to, the Assumed Liabilities.
13. Where a consent or approval of a third party is required to permit the transfer or assignment of all or any part of the Assigned Interest and such consent has not been obtained as of the date of this Assignment and Assumption Agreement, the parties agree that paragraphs 2 and 3 of this Assignment and Assumption Agreement will not apply to that part of the Assigned Interest and the Assignor declares that as to any right, title, benefit or interest of the Assignor in that part of the Assigned Interest which may not have passed to the Assignee by virtue of this Assignment and Assumption Agreement, the Assignor holds such right, title, benefit or interest in trust for the Assignee. fVUTSRPONMLIHGEDCBA
14. The Assignor and the Assignee each agree to execute such further documents and instruments and to do all such further acts and things as may be required to give effect to the assignment and assumption set forth in this Assignment and Assumption Agreement.
15. This Assignment and Assumption Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
16. This Assignment and Assumption Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.
17. This Assignment and Assumption Agreement may be executed in any number of counterparts. Each counterpart is an original, but the counterparts together are one and the same agreement. This Assignment and Assumption Agreement is binding on the parties on the exchange of counterparts. A copy of a counterpart sent by facsimile machine or as a PDF file by electronic mail: shall be treated as an original counterpart; is sufficient evidence of the execution of the original; and may be produced in evidence for all purposes in place of the original.

IN WITNESS WHEREOF the parties have executed this Assignment and Assumption Agreement on the date first written above.

Assignor:

STILLWATER CANADA INC.

By:
Name:
Title:

Assignee:

GENERATION PGM INC.

By:
Name:
	Title: fVUTSRPONMLIHGEDCBA

Schedule B

ALLOCATION OF PURCHASE PRICE

[redacted allocations]

SUMMARY OF ASSETS fVUTSRPONMLIHGEDCBA

	Purchase Price Allocation
	C\$ zyxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA
LICENSED VEHICLES f 1 '	[redacted allocations
BUILDINGS f1'	[redacted allocations
LAND f1'	[redacted allocations
MINERAL PROPERTIES	[redacted allocations
TOTAL	15,013,939

SCHEDULE C

HST CERTIFICATE AND INDEMNITY zyxwvutsrqponmlkjihgfedcbaYXWVUTSRQPONMLKJIHGFEDCBA

To: Stillwater Canada Inc. (the "Seller")

Re: Purchase Agreement among the Seller, Generation PGM Inc. (the "Undersigned") and Generation Mining Limited dated as of December 8, 2021 (the "Purchase Agreement")

All capitalized terms when set forth in this Certificate and not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement.

IN CONSIDERATION of and notwithstanding the closing of the transaction contemplated by the Purchase Agreement, the Undersigned hereby:

1. Represents and warrants to the Seller that the Undersigned is registered under Part IX of the xutsronmiecaTSIEA Excise Tax Act (Canada) (the "ETA") for the collection and remittance of goods and services tax and harmonized sales tax ("HST"); its registration number is [redacted HST registration number] and such registration number is in good standing and has not been revoked.
1. Undertakes to remit directly to the Receiver General of Canada any HST payable in the prescribed form pursuant to subsection 228(4) of the ETA in connection with the sale of the JVA Interest in the Assets;
1. Represents and warrants that the JVA Interest in the Assets will be purchased as principal for its own account and is not being purchased as an agent, trustee or otherwise on behalf of or for another person; and
1. Agrees to indemnify and save harmless the Seller from and against any and all HST, penalties, costs and/or interest which may become payable by or assessed against the Seller under the ETA as a result of the Seller's failure to collect and remit any HST applicable on the sale of the JVA Interest in the Assets by the Seller and as a result of the failure of the undersigned to comply with the provisions of this Certificate and Indemnity.

The Undersigned acknowledges and agrees that this Certificate and Indemnity shall survive and not merge upon the completion of the transaction contemplated by the Purchase Agreement, shall enure to the benefit of the Seller and its successors and assigns and shall be binding upon the undersigned and ITS successors and assigns.

DATED

GENERATION PGM INC.

By :

Authorized Signatory fVUTSRPONMLIHGEDCBA

SCHEDULE D

BACK TO BACK ROYALTY IMPACTED COUNTERPARTY

[REDACTED NAMES OF ROYALTY HOLDERS] fVUTSRPONMLIHGEDCBA

LEGAL*54727419.4

AI assistant

Generation Mining Limited — M&A Activity 2021

47559_rns_2021-12-17_5095c2ae-428a-4131-95e7-29061b3531a8.pdf

MARATHON ACQUISITION AGREEMENT

AMONG

STILLWATER CANADA INC.

- AND -

GENERATION PGM INC.

- AND -

GENERATION MINING LIMITED

MARATHON ACQUISITION AGREEMENT

RECITALS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Interpretation

1.3 Knowledge

1.4 Schedules

2. PURCHASE AND SALE

2.1 Purchase and Sale

2.2 Assumed Liabilities

2.3 Amount of Purchase Price

2.4 Tax Matters

2.5 Transfer Taxes

2.6 Allocation of Purchase Price

2.7 TSX Approval

3. CONDITIONS OF CLOSING

3.1 Purchaser's Conditions

3.2 Condition not Fulfilled

3.3 Seller's Conditions

3.4 Condition not Fulfilled

4. CLOSING ARRANGEMENTS

4.1 Closing

4.2 Seller's Closing Deliveries

4.3 Purchaser's Closing Deliveries

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Seller

5.2 Representations and Warranties of the Purchaser Parties

(j) Issuance of Consideration Shares.

5.3 Survival of Representations and Warranties

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 General Indemnification Obligation

6.2 Notice of Asserted Liability

6.3 Third-Party Claims

6.4 Liability Limits

6.5 Exclusive Remedy

7. CONFIDENTIALITY

7.1 General

7.2 Public Announcements

7.3 Duration

8. TERMINATION

8.1 Termination

8.2 No Prejudice on Termination

8.3 Specific Performance

9. GUARANTEE

9.1 Generation Mining Guarantee

9.2 Unconditional Obligation

9.3 Nature of Guarantee

9.4 Enforcement

9.5 Further Actions

10. COVENANTS OF THE PARTIES

10.1 Interim Period Covenants

10.2 Co Operation

10.3 Non Procurement of Back to Back Royalty Impacted Counterparty Consents

11. GENERAL

11.1 Notices

11.2 Survival

11.3 Waiver

11.4 Amendments

11.5 Governing Law

11.6 No Third Party Beneficiary Rights

11.7 Severability

11.8 Further Assurances

11.9 Entire Agreement

11.10 Assignment

11.11 Successors and Assigns

11.12 Time of Essence

11.13 Expenses

11.14 Counterparts

STILLWATER CANADA INC.

GENERATION PGM INC.

Generation Mining Limited M&A Activity 2021