Generation Mining Limited — Capital/Financing Update 2021

Jan 4, 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 30, 2020

3. News Release

A press release disclosing the material change was released on December 31, 2020, through the facilities of Newsfile Corp.

4. Summary of Material Change

The Company announced that it had completed its previously announced non-brokered private placement (the “ Offering ”) through the issuance of 4,292,367 common shares of the Company issued on a flow-through basis (each, a “ FT Share ”) at a price of C$0.77 per FT Share for gross proceeds of C$3,305,122.59.

5.

Full Description of Material Change

The Company completed its previously announced non-brokered private placement (the “ Offering ”) through the issuance of 4,292,367 common shares of the Company issued on a flowthrough basis (each, a “ FT Share ”) at a price of C$0.77 per FT Share for gross proceeds of C$3,305,122.59. Eric Sprott purchased 2,000,000 FT Shares of the Offering.

The Company will incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act (Canada) (the “ Tax Act ”) in an amount equal to the gross proceeds from the issuance of the FT Shares on the Marathon Property in the Province of Ontario and will renounce to subscribers in the Offering effective December 31, 2020. Such Canadian exploration expenses will also qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act.

In connection with the Offering, the Company paid an aggregate cash finders’ fee of $166,320 to certain eligible persons. All securities issued under the Offering are subject to a four month hold period from the date of issuance in accordance with applicable securities laws. The Offering is subject to final acceptance of the Toronto Stock Exchange.

The following supplementary information is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61101 ”).

(a) a description of the transaction and its material terms:

Mr. Eric Sprott, a related party of the Company (the “ Related Party ”) acquired 2,000,000 FT Shares pursuant to the Offering.

(b) the purpose and business reasons for the transaction:

The Company will incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act in an amount equal to the gross proceeds from the issuance of the FT Shares on the Marathon Property in the Province of Ontario and will renounce to subscribers in the Offering effective December 31, 2020. Such Canadian exploration expenses will also qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act.

(c) the anticipated effect of the transaction on the issuer’s business and affairs:

The completion of the Offering provided the Company with funds to be used for exploration and development of the Marathon Property in the Province of Ontario.

(d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

Mr. Eric Sprott, a related party of the Company, acquired 2,000,000 FT Shares in connection with the Offering.

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

Prior to the completion of the Offering, Mr. Sprott held, directly or indirectly, 9,615,386 common shares and 4,807,693 common share purchase warrants. Following completion of the Offering, Mr. Sprott holds, directly or indirectly, an aggregate of 11,615,386 common shares, representing approximately 8.53% of the issued and outstanding common shares on an undiluted basis. In the event that Mr. Sprott exercises all of his convertible securities, he would hold an aggregate of 16,423,079 common shares, or approximately 11.66% of the issued and outstanding common shares of the Company, on a partially diluted basis.

• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

A resolution of the board of directors was passed on December 30, 2020 approving the Offering. No special committee was established in connection with the transaction, and no materially contrary view or abstention was expressed or made by any director.

• (f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

• (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

• (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Other than the subscription agreements to purchase the FT Shares pursuant to the Offering, the Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Offering. To the Company’s knowledge, no related party to the Company entered into any agreement with an interested party or a joint actor with an interested party, in connection with the Offering.

• (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The participation in the Offering by the Related Party is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the Related Party nor the consideration being paid by the Related Party exceeded 25% of the Company's market capitalization.

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.

1. Date of Report

This report is dated at Toronto, this 4[th] day of January, 2021.