Generation Mining Limited — Proxy Solicitation & Information Statement 2026

May 22, 2026

GENERATION MINING LIMITED
100 King Street West, Suite 7010
Toronto, Ontario M5X 1B1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of shareholders of Generation Mining Limited (the “Company”) will be held on Wednesday, June 24, 2026, at the hour of 11:00 a.m. (Eastern time), at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1.

The Meeting will be held for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2025, and the report of the auditors thereon;
2. to set the number of directors of the Company at six;
3. to elect the directors of the Company;
4. to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
5. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution to approve all unallocated entitlements under the Company’s amended and restated omnibus equity incentive plan;
6. in connection with a potential future listing of the Common Shares on a recognized U.S. stock exchange, to consider, and if deemed advisable, to pass with or without variation, a special resolution authorizing and approving an amendment to the Company’s articles to provide that: (i) the authorized capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company (the “Common Shares”) on the basis of one post-consolidation common share for a number of pre-consolidation Common Shares to be determined within a range of whole numbers between two (2) and 10 outstanding pre-consolidation Common Shares, with the exact ratio to be set within this range by the board of directors of the Company in its sole discretion, at anytime prior to June 24, 2027; and (ii) any fractional common shares arising from the consolidation of the Shares will be deemed to have been tendered by their registered owner to the Company for cancellation for no consideration; and
7. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Shareholders are also invited to watch the Meeting online or listen by telephone by registering in advance of the Meeting at https://us06web.zoom.us/meeting/register/9hFYRqBwSGuJuoAO2tX19Q or by contacting the company at info@genmining.com to request the meeting particulars.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company’s transfer agent and registrar, TSX Trust Company, by: (i) mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1; (ii) by fax at (416) 595-9593; or by internet at www.voteproxyonline.com, not later than 11:00 a.m. (Eastern time) on Monday, June 22, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Wednesday, May 13, 2026, as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.