Generation Mining Limited — Regulatory Filings 2021

Dec 17, 2021

Form 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Generation Mining Limited (the “ Company ”) 100 King Street West, Suite 7010 PO Box 70 Toronto, Ontario M5X 1B1

2. Date of Material Change

December 8, 2021

3. News Release

A news release disclosing the material change was released on December 8, 2021, through the facilities of GlobeNewswire.

4. Summary of Material Change

The Company announced that it had entered into a binding acquisition agreement (the “ Acquisition Agreement ”) with Stillwater Canada Inc. (“ Stillwater ”) a subsidiary of Sibanye Stillwater Limited (“ Sibanye-Stillwater ”) and the Company’s wholly-owned subsidiary Generation PGM Inc. (“ Gen Subc o”), pursuant to which Gen Subco will acquire Stillwater’s remaining 16.5% interest in the Marathon Palladium Copper project in Northwestern Ontario (the “ Marathon Project ”) (the “ Transaction ”).

5.

Full Description of Material Change

The Company entered into the Acquisition Agreement with Stillwater and Gen Subco, pursuant to which Gen Subco will acquire Stillwater’s remaining 16.5% interest in the Marathon Palladium Copper project in Northwestern Ontario (the “ Marathon Project ”) (the “ Transaction ”).

Sibanye-Stillwater (including its affiliates) currently owns 11,053,795 common shares of the Company, and on closing of the Transaction will own 32,813,127 common shares, representing approximately 19.1% of the outstanding common shares of the Company. The Company will acquire Sibanye-Stillwater’s remaining stake in the Marathon Project through the issuance to Stillwater of 21,759,332 common shares of the Company, at a price of $0.69 per share (which represents the closing price of the Company’s common shares on December 7, 2021). The Transaction will increase Gen Subco’s interest in the Marathon Project to 100%. Upon completion of the Transaction, Stillwater will hold no direct interest in the Marathon Project and the joint venture agreement, dated July 10, 2019, between Stillwater and Gen Subco will be terminated. The Transaction is subject to customary closing conditions and approval by the Toronto Stock Exchange.

The 21,759,332 shares to be issued pursuant to the Transaction shall be subject to a statutory hold period in Canada of four months and one day, as well as certain contractual lock-up and resale restrictions for a period of 18 months.

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

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Jamie Levy, President and Chief Executive Officer at (416) 640- 2934.

9. Date of Report

This report is dated at Toronto, this 17[th] day of December, 2021.

Forward-Looking Information

This material change report contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “Projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, including statements relating to completion of the Transaction, satisfaction of the conditions precedent to closing the Transaction including obtaining regulatory approval, the Company acquiring a 100% interest in the Marathon Project, or advancing the Marathon Project to bring it into production. All forward-looking statements, including those herein are qualified by this cautionary statement.

Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forwardlooking information. These include commodity price volatility, continued availability of capital and financing, uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, the Company’s relationships with First Nations communities, exploration successes, and general economic, market or business conditions, as well as those risk factors set out in the Company’s annual information form for the year ended December 31, 2020, and in the continuous disclosure documents filed by the Company on SEDAR at www.sedar.com.

Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this material change report speak only as of the date of this material change report or as of the date or dates specified in such statements.

Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions relating to: the availability of financing for the Company’s operations; operating and capital costs; results of operations; the mine development and production schedule and related costs; the supply and demand for, and the level and volatility of commodity prices; timing of the receipt of regulatory and governmental approvals for development Projects and other operations; the accuracy of Mineral Reserve and Mineral Resource Estimates, production estimates and capital and operating cost estimates; and general business and economic conditions.

Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings on SEDAR at www.sedar.com. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.