UNDERWRITING AGREEMENT

January 9, 2026

Generation Mining Limited
100 King St. West, Suite 7010
Toronto, ON M5X 1B1

Attention: Jamie Levy, President and Chief Executive Officer

Subject to the terms and conditions hereof, Stifel Nicolaus Canada Inc. as the lead underwriter and sole bookrunner (the "Lead Underwriter"), together with BMO Nesbitt Burns Inc. and Haywood Securities Inc. (together with the Lead Underwriter, the "Underwriters"), hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18, offer and agree to purchase from Generation Mining Limited (the "Corporation"), and the Corporation by its execution of this Agreement (as defined herein) agrees to issue and sell to the Underwriters, on a "bought deal" basis, 41,670,000 units of the Corporation (the "Initial Units") at a price of $0.72 per Unit (the "Offering Price"), with each Initial Unit being comprised of one Common Share (as defined herein) (each, a "Unit Share") and one-half of one Common Share purchase warrant of the Corporation (each whole purchase warrant, a "Warrant") for gross proceeds to the Corporation of $30,002,400.

Each Warrant entitles the holder thereof to purchase one Common Share (each a "Warrant Share") at a price of $1.00 per Warrant Share, subject to adjustment, for a period of 24 months following the Closing Date (as defined herein). Each Warrant shall be duly and validly created and issued pursuant to the terms and conditions of the Warrant Indenture (as defined herein) and the description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement (as defined herein) and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

Upon and subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, Corporation hereby grants to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 6,250,500 units of the Corporation (the "Additional Units") at the Offering Price for additional gross proceeds of up to $4,500,360 upon the terms and conditions set forth herein for the purpose of covering over-allotments, if any, made in connection with the Offering (as defined herein). Each Additional Unit will consist of one Common Share (an "Additional Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, an "Additional Warrant", and together with the Additional Units and Additional Shares, the "Additional Securities"). Each Additional Warrant will entitle the holder thereof to purchase one Common Share (an "Additional Warrant Share") at a price of $1.00 per Additional Warrant Share for a period of 24 months following the Closing Date. The Over-Allotment Option may be exercised by the Underwriters to acquire: (i) up to 6,250,500 Additional Units at the Offering Price; (ii) up to 6,250,500 Additional Shares at a price of $0.68 per Additional Share (the "Additional Share Price"); (iii) up to 3,125,250 Additional Warrants at a price of $0.08 per Additional Warrant (the "Additional Warrant Price"); or (iv) any combination of Additional Units at the Offering Price, Additional Shares at the Additional Share Price and Additional Warrants at the Additional Warrant Price, provided that the aggregate number of Additional Shares that may be issued under the Over-Allotment Option does not exceed 6,250,500 and the aggregate number of Additional Warrants that may be issued under the Over-Allotment Option does not exceed 3,125,250. The Over-Allotment Option shall be exercisable, in whole or in part, and at any time, the sole discretion of

the Underwriters within 30 days following the Closing Date by giving written notice to the Corporation, as more particularly described in Section 13. Pursuant to such notice, the Underwriters shall purchase in their respective percentages set out in Section 18 and the Corporation shall deliver and sell, the number of Additional Securities indicated in such notice in accordance with this Underwriting Agreement (as defined herein).

Unless the context otherwise requires or unless otherwise specifically stated, all references in this Underwriting Agreement to: (i) the "Units" shall include Initial Units and the Additional Units, if any; (ii) the "Unit Shares" shall be deemed to include the Additional Shares, if any; (iii) the "Warrants" shall be deemed to include the Additional Warrants, if any; and (iv) the "Warrant Shares" shall be deemed to include the Additional Warrant Shares, if any. The offering of the Offered Securities (as defined herein) by the Corporation is hereinafter referred to as the "Offering".

The Corporation has advised that: (i) it is current in the filing of all materials required to be filed under Canadian Securities Laws (as defined herein) of each of the Qualifying Jurisdictions (as defined herein); (ii) it has filed the Base Shelf Prospectus (as defined herein) in each of the Qualifying Jurisdictions and the Ontario Securities Commission (the "OSC"), as principal regulator, has issued a decision document in respect thereof under NP 11-202 (as defined herein) on behalf of itself and the other Securities Commissions (as defined herein); and (iii) it is qualified to and shall file, as soon as possible after execution of this Agreement, the Prospectus Supplement (as defined herein) as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102 (as such terms are defined herein).

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Underwriters agree to purchase from the Corporation, and, by its acceptance thereof, the Corporation agrees to sell to the Underwriters all but not less than all of the Initial Units at the Closing Time (as defined herein) at the Offering Price for each Initial Unit. Although the offer to purchase the Offered Securities is being made by the Underwriters, the Underwriters have the right to arrange for substituted purchasers resident in the Selling Jurisdictions (collectively, the "Substituted Purchasers") with the effect that such Substituted Purchasers will be the initial purchasers of the Offered Securities. To the extent that Substituted Purchasers purchase the Offered Securities, the Underwriters shall not be obligated to purchase the Offered Securities so purchased by such Substituted Purchasers.

The Corporation hereby agrees that the Underwriters will be permitted to appoint, at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions (each, a "Selling Firm"), as its agents to assist in the Offering in the Selling Jurisdictions and that the Underwriters retain the exclusive right to determine the remuneration payable by the Underwriters to such other dealers appointed.

The Underwriters propose to distribute the Offered Securities in the Qualifying Jurisdictions, pursuant to the Prospectus (as defined herein) and may also offer and sell the Offered Securities in the United States (as defined herein) or to, or for the account or benefit of, U.S. Persons (as defined herein) in transactions that are exempt from the registration requirements of the U.S. Securities Act (as defined herein) and the applicable securities laws of any state of the United States pursuant to the U.S. Private Placement Memorandum (as defined herein), all in the manner contemplated by this Agreement, including in accordance with Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement.

Subject to Applicable Laws (as defined herein), including applicable Securities Laws (as defined herein) and the terms of this Agreement, the Offered Securities may also be distributed outside of Canada and the United States, in each jurisdiction as mutually agreed to by the Corporation

and the Underwriters where they may be lawfully sold by the Underwriters without: (i) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus or document having similar effect; or (ii) creating any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Corporation hereby agrees to pay to the Underwriters the Commission (as defined herein) as set out in Section 21 hereof. The obligation of the Corporation to pay the Commission shall arise at the Closing Time (as defined herein) and the Commission shall be fully earned by the Underwriters upon the completion of the Offering.

Subject to compliance with Canadian Securities Laws, without affecting the firm obligation of the Underwriters to purchase from the Corporation 41,670,000 Initial Units at the Offering Price in accordance with this Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Securities at the Offering Price, the Offering Price may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Underwriters' Commission to be paid by the Corporation to the Underwriters or the amount of the net proceeds of the Offering to be paid by the Underwriters to the Corporation, before deducting expenses of the Offering. The Underwriters will inform the Corporation if the Offering Price is decreased.

The Corporation has included certain purchasers of Units, as identified by the Corporation (the "President's List Purchasers") to participate in the Offering, pursuant to which Units having an aggregate gross purchase price of up to $4,000,000 may be sold to such individuals on a designated president's list (the "President's List") at the Offering Price. The Corporation acknowledges and agrees that the Underwriters shall not be required to conduct a suitability review in respect of sales to President's List Purchasers, and the Corporation shall indemnify and save harmless the Underwriters from any and all losses or expenses relating to sales to President's List Purchasers.

This Agreement is conditional upon and subject to the additional terms and conditions set forth below.

Terms and Conditions

The following are additional terms and conditions of this Agreement between the Corporation and the Underwriters:

Interpretation.

(a) Unless expressly provided otherwise, where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

"Additional Securities" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Additional Shares" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Additional Share Price" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Additional Units" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Additional Warrants" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Additional Warrant Price" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Additional Warrant Shares" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"affiliate", "associate" and "distribution" have the respective meanings ascribed thereto in the Securities Act (Ontario);

"Agreement" or "Underwriting Agreement" means this Underwriting Agreement, as it may be amended, restated or supplemented from time to time;

"Anti-Money Laundering Laws" has the meaning ascribed thereto in Section 10(hh) of this Agreement;

"Applicable Laws" means all applicable laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards, directives, guidelines, or the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof, of any Governmental Entity, including for certainty with respect to all Environmental Laws;

"Authorizations" means any regulatory licences, approvals, permits, consents, certificates, registrations, filings or other authorizations of or issued by any Governmental Entity under Applicable Laws;

"Base Shelf Prospectus" means the final short form base shelf prospectus of the Corporation dated May 31, 2024, including all the Documents Incorporated by Reference;

"Business Day" means a day, other than a Saturday, a Sunday or a day on which the principal chartered banks located in Toronto, Ontario are not open for business;

"Canadian Securities Laws" means all applicable securities laws in each of the Selling Jurisdictions in Canada, and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other regulatory instruments of the Securities Commissions, including the rules and policies of the TSX;

"Closing" means the completion of the issuance and sale of the Offered Securities pursuant to the Offering in accordance with the provisions of this Agreement;

"Closing Date" means the date on which the Offered Securities are issued and sold, which is anticipated to occur on January 15, 2026 (or such other date as mutually agreed between the Corporation and the Lead Underwriter, on behalf of the Underwriters, each acting reasonable);

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date, as mutually agreed between the Corporation and the Lead Underwriter, on behalf of the Underwriters, each acting reasonably, but in any event prior to 9:30 a.m. (Toronto time);

"Commission" has the meaning ascribed thereto in Section 21 of this Agreement;

"Common Shares" means the common shares in the capital of the Corporation;

"Corporation" means Generation Mining Limited, a corporation organized under the OBCA;

"Corporation's Auditor" means RSM Canada LLP, or such firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditor of the Corporation;

"Debt Instrument" means any agreements, loans, bonds, notes, debentures, indentures, promissory notes, mortgages, guarantees, security agreements or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or its Subsidiary are a party or to which their property or assets are otherwise bound and which are material to the Corporation on a consolidated basis;

"Documents Incorporated by Reference" means all financial statements, related management's discussion and analysis, management information circulars, joint information circulars, annual information forms, material change reports or other documents filed by the Corporation, whether before or after the date of this Agreement, that are required by applicable Canadian Securities Laws to be incorporated by reference into the Prospectus;

"Employee Plans" has the meaning ascribed thereto in Section 10(kkk) of this Agreement;

"Environmental Activity" means and includes, without limitation, any past, present or contemplated activity, event or circumstance in respect of Hazardous Material, including, without limitation, the storage, use, holding, collection, purchase, accumulation, generation, manufacture, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater;

"Environmental Laws" means any and all applicable international, federal, provincial, state or municipal laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances or official directives that apply in whole or in part to the Corporation or its subsidiaries or its prior or existing operations or properties or assets and all Authorizations relating to the environment, occupational health and safety, or any Environmental Activity;

"Financial Statements" means the audited consolidated financial statements of the Corporation for the fiscal years ended December 31, 2024, and 2023 and the unaudited condensed interim financial statements of the Corporation for the three and nine months ended September 30, 2025, and 2024;

"Government Official" means (i) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) any salaried political party official, elected member of political office or candidate for political office, or (iii) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

"Governmental Entity" means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department or political subdivision of any of the foregoing, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) subdivision,

agent, commission, board, or authority of any of the foregoing, (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, and (iv) securities regulatory authorities or stock exchanges;

"Hazardous Materials" means and includes, without limitation, any pollutants, contaminants, chemicals or industrial toxic or hazardous wastes, materials or substances, including petroleum or petroleum products or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Laws;

"IFRS" means International Financial Reporting Standards applicable in Canada;

"including", "include", and "includes" mean "including, without limitation", "include, without limitation" and "includes, without limitation", respectively;

"Indemnified Party" and "Indemnified Parties" have the meaning ascribed thereto in Section 19(a) of this Agreement;

"Indemnitor" has the meaning ascribed thereto in Section 19(a) of this Agreement;

"Initial Units" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Leased Premises" means the premises which are material to the Corporation or the Subsidiary and which the Corporation or the Subsidiary occupies as a tenant;

"Letter Agreement" means the letter agreements dated January 7, 2026 and January 8, 2026, between the Corporation and the Lead Underwriter relating to the Offering;

"Liens" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy, property or assets;

"Lock-Up Agreements" has the meaning ascribed thereto in Section 9(k) of this Agreement;

"Lock-Up Securities" has the meaning ascribed thereto in Section 9(k) of this Agreement;

"marketing materials" has the meaning ascribed thereto in NI 41-101;

"Marketing Materials" means the term sheets for the Offering agreed to between the Corporation and the Lead Underwriter dated January 7, 2026 and January 8, 2026;

"Material Adverse Effect" means any change (including a decision to implement a change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), event, circumstance, fact, state of being or effect that is materially adverse to the business, properties, assets (including intangible assets), liabilities (absolute, accrued, contingent or otherwise), capitalization, condition (financial or otherwise), results of operations or prospects of the Corporation or its Subsidiary, as the case may be;

"Material Agreements" means any and all contracts, commitments, agreements, instruments, leases or other documents or arrangements (written or oral) to which the Corporation or its Subsidiary are a party or to which their properties or assets are otherwise bound, and which are material to the Corporation on a consolidated basis;

"material change", "material fact" and "misrepresentation" have the respective meanings ascribed thereto in the Securities Act (Ontario);

"Material Property" means the Marathon Palladium-Copper project located near Marathon, Ontario in which the Corporation holds 100% interest;

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

"NI 44-102" means National Instrument 44-102 – Shelf Distributions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"NI 52-109" means National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings;

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

"OBCA" means the Business Corporations Act (Ontario);

"OFAC" has the meaning ascribed thereto in Section 10(ii) of this Agreement;

"Offered Securities" means, collectively, the Units and the Unit Shares and the Warrants comprising the Units, in each case sold pursuant to this Agreement;

"Offering" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Offering Documents" means, collectively, the Prospectus and the U.S. Private Placement Memorandum;

"Offering Price" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"OSC" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Over-Allotment Option" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"President's List" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"President's List Purchasers" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Prospectus" means collectively, the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendments;

"Prospectus Amendment" means, collectively, any amendment to the Prospectus Supplement, and any ancillary materials that may be filed by or on behalf of the Corporation under any of the Canadian Securities Laws relating to the distribution of the Offered Securities under applicable Canadian Securities Laws;

"Prospectus Supplement" means the prospectus supplement to the Base Shelf Prospectus, to be dated on or about January 9, 2026 and includes the Documents Incorporated by Reference therein;

"Public Disclosure Documents" means, collectively, all of the documents which have been filed on SEDAR+ at www.sedarplus.ca as at the date hereof since January 1, 2023 by or on behalf of the Corporation with the relevant Securities Commissions pursuant to the requirements of Canadian Securities Laws since the date of incorporation of the Corporation;

"Purchasers" means, collectively, each of the purchasers of Offered Securities arranged by the Underwriters in connection with the Offering, including, if applicable, Substituted Purchasers and/or the Underwriters;

"Qualified Institutional Buyer" means a qualified institutional buyer as that term is defined in Rule 144A(a)(1) of Rule 144A that is also a U.S. Accredited Investor;

"Qualifying Jurisdictions" means, collectively, each of the provinces and territories of Canada other than Québec and Nunavut;

"Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;

"Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;

"Repayment Event" any event or condition which gives the holder of any Debt Instrument (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Corporation or its subsidiaries;

"Rule 144A" means Rule 144A adopted by the SEC under the U.S. Securities Act;

"Sanctioned Country" has meaning ascribed thereto in Section 10(ii) of this Agreement;

"Sanctions" has meaning ascribed thereto in Section 10(ii) of this Agreement;

"SEC" means the United States Securities and Exchange Commission;

"Securities Commissions" means, collectively, the securities commissions or similar regulatory authorities in the Qualifying Jurisdictions;

"Securities Laws" means collectively and as applicable, Canadian Securities Laws, U.S. Securities Laws and all applicable securities laws, rules, regulations, policies and other

instruments promulgated by the Securities Regulators in any of the other Selling Jurisdictions;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

"Selling Firm" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Selling Jurisdictions" means, collectively, each of the Qualifying Jurisdictions, the United States and such other jurisdictions outside of Canada and the United States as mutually agreed to by the Corporation and the Lead Underwriter, on behalf of the Underwriters, in each case acting reasonably;

"Standard Listing Conditions" means the customary post-closing listing conditions imposed by the TSX;

"Subsidiary" means Generation PGM Inc., organized under the OBCA, and wholly-owned by the Corporation;

"subsidiary" has the meaning ascribed thereto in the Securities Act (Ontario);

"Substituted Purchasers" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Survival Limitation Date" means the third anniversary of the Closing Date;

"Tax Act" means the Income Tax Act (Canada), as amended, re enacted or replaced from time to time and the regulations thereto;

"Taxes" has the meaning ascribed thereto in Section 10(ff) of this Agreement;

"Technical Report" means the technical report for the Material Property titled "Marathon Copper-Palladium Project Feasibility Study Report Update" dated March 28, 2025 (with an effective date of November 1, 2024) prepared pursuant to the requirements of NI 43-101;

"template version" has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101;

"Transfer Agent" means TSX Trust Company, in its capacity as transfer agent and registrar in respect of the Common Shares at its principal office in Toronto, Ontario;

"TSX" means the Toronto Stock Exchange;

"Underwriters" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Unit Shares" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"Units" have the meaning ascribed thereto in the opening paragraphs of this Agreement;

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"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D;

"U.S. Affiliates" means the United States registered broker-dealer affiliates of the Underwriters;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated by the SEC thereunder;

"U.S. Person" means a "U.S. person" as such term is defined in Rule 902(k) of Regulation S;

"U.S. Private Placement Memorandum" means the private placement offering memorandum in the event of an offering of the Offered Securities in the United States, which will include and supplement the Prospectus;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"U.S. Securities Laws" means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and the applicable securities laws of any state of the United States;

"Warrant Agent" means TSX Trust Company, as warrant agent for the Corporation;

"Warrant Indenture" means an indenture in respect of the Warrants to be entered into between the Corporation and the Warrant Agent on or before the Closing Date;

"Warrant Shares" has the meaning ascribed thereto in the opening paragraphs of this Agreement; and

"Warrants" has the meaning ascribed thereto in the opening paragraphs of this Agreement.

(b) Divisions and Headings. The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, paragraphs and other subdivisions are to sections, paragraphs and other subdivisions of this Agreement.

(c) Number and Gender. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

(d) Currency. Any reference in this Agreement to $ shall refer to the lawful currency of Canada, unless otherwise specified.

(e) Schedules. The following schedules are attached to this Agreement, which schedules are deemed to be incorporated into and form part of this Agreement:

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SCHEDULE A, COMPLIANCE WITH UNITED STATES SECURITIES LAWS

(f) Knowledge. Any statement in this Agreement expressed to be made to the knowledge of the Corporation shall be interpreted to be made on the basis of the best knowledge, information and belief of each of Jamie Levy (President and Chief Executive Officer) and Brian Jennings (Chief Financial Officer), after reviewing all relevant records and making due inquiries regarding the relevant subject matter, or on the basis of such knowledge of the relevant subject matter as each such person would have had if each such person had conducted such reviews and inquiries.

Attributes of the Securities.

(a) The Offered Securities to be issued and sold by the Corporation hereunder shall be duly and validly issued by the Corporation and, such Offered Securities along with the Over-Allotment Option, shall have rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents.

(b) The Underwriters severally agree not to offer or sell the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in accordance with all Applicable Laws. However, the Corporation and each Underwriter acknowledge that, in the event of any offer or sale of the Offered Securities in the United States, the Underwriters acting directly or through one or more of their U.S. Affiliates will offer the Offered Securities to U.S. Accredited Investors as Substituted Purchasers for sale directly by the Corporation, each in transactions in reliance upon the exemption from the registration requirements in accordance with Schedule A which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement; provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Corporation to register any Offered Securities under the U.S. Securities Laws or the securities laws of any state of the United States.

(c) Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule A with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule A if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.

Certain Obligations of the Corporation.

(a) As soon as practicable after the execution of this Agreement, the Corporation will prepare and file the Prospectus Supplement, including copies of any documents or information incorporated by reference therein, with the Securities Commissions, and in any event no later than 11:00 p.m. (Toronto time) on January 9, 2026 and will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Securities for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Securities under Canadian Securities Laws and who comply with Canadian Securities Laws.

(b) Until the distribution of the Offered Securities has been completed, the Corporation will permit the Underwriters and their counsel to participate fully in the preparation of, and to approve the form of, the Prospectus Supplement, review any Documents Incorporated by Reference therein and to conduct all due diligence investigations that they reasonably

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require in order to fulfil their obligations as Underwriters under Canadian Securities Laws and in the case of the Prospectus Supplement, to enable the Underwriters to responsibly execute any certificate required to be executed by them.

(c) Until the distribution of the Offered Securities has been completed, the Corporation will promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under Canadian Securities Laws to continue to qualify the Offered Securities for distribution in the Qualifying Jurisdictions or in the event that the Offered Securities have, for any reason, ceased to so qualify, to again so qualify the Offered Securities and to ensure that the Offered Securities are freely tradable in the Qualifying Jurisdictions, except for a trade that is a control distribution (within the meaning of Canadian Securities Laws).

(d) Until the distribution of the Offered Securities has been completed, the Underwriters, their legal counsel, and technical consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Corporation and its business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, acting reasonably, require in order to fulfil their obligations under applicable Securities Laws, and in that regard, the Corporation will make available to the Underwriters, their legal counsel and technical consultants, on a timely basis, all corporate and operating records, material contracts, resource and reserve reports, technical reports, feasibility studies, financial information, transaction record books, current budgets, current forecasts, reports, key officers, as applicable, and other relevant documentation or information necessary in order to complete the due diligence investigation of the Corporation, and its business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Closing Time at which management of the Corporation, the Corporation's Auditor, the legal counsel of the Corporation and representatives of the authors of the Technical Report, shall participate. It shall be a condition precedent to (a) the Underwriters' execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and substance of the document, and (b) the delivery of each U.S. Placement Memorandum to any purchaser or prospective purchaser that the Underwriters and their U.S. Affiliates be satisfied, acting reasonably, as to the form and substance of such document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Documents required to be executed by the Underwriters and filed in compliance with Canadian Securities Laws for the purpose of the Offering.

Distribution of the Offered Securities, Marketing Materials and Certain Obligations of the Underwriters.

(a) During the course of the distribution of the Offered Securities by or through the Underwriters, the Underwriters will offer and sell the Offered Securities only in the Selling Jurisdictions where they may be lawfully offered for sale or sold and in compliance with Securities Laws. The Underwriters will not solicit offers to purchase or sell the Offered Securities so as to require registration thereof or filing of a prospectus, registration statement or similar document with respect thereto, or that will result in the Corporation being subject to continuous disclosure or similar obligations under the laws of any jurisdiction (other than the Qualifying Jurisdictions), including the United States.

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(b) The Underwriters will use their reasonable best efforts to complete, and to cause the Selling Firms to complete, the distribution of the Offered Securities as promptly as possible and the Underwriters will promptly notify the Corporation in writing of the completion of the distribution of the Offered Securities. Following the Closing Date, the Lead Underwriter will provide the Corporation with such information as it may require with respect to the proceeds realized in each of the Qualifying Jurisdictions from the distribution of the Offered Securities for the purpose of payment of filing fees and as to distribution of the Offered Securities for the purposes of listing the Common Shares on the TSX.

(c) For the purposes of Section 4, the Underwriters and the Selling Firms will, subject to receipt of any notification by the Corporation to the contrary or notification under Section 6(a), be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Base Shelf Prospectus has been obtained from the applicable Securities Commissions and the Prospectus Supplement filed. The Underwriters agree, and will require each Selling Firm to agree, to cease the distribution of the Offered Securities upon the Underwriter receiving written notification of any change or material fact with respect to any Offering Document contemplated Section 6 and to not recommence the distribution of the Offered Securities until any required disclosure (if any) with respect to such change or fact is filed in the Qualifying Jurisdictions.

(d) In connection with the distribution of the Offered Securities:

(i) the Corporation may prepare, in consultation with the Lead Underwriter, and approve in writing, prior to the time the marketing materials are provided to potential investors, a template version of any of the marketing materials that the Corporation and the Lead Underwriter agree will be provided by the Underwriters to any potential investor; such marketing materials shall comply with Canadian Securities Laws and be acceptable in form and substance to the Lead Underwriter, acting reasonably, and such template version shall be approved in writing by the Lead Underwriter, prior to the time the marketing materials are provided to potential investors;

(ii) the Corporation shall file the template version of the marketing materials referred to in Section 4(d)(i) above, with the Securities Commissions as soon as reasonably practicable after the template version of the marketing materials is so approved in writing by the Corporation and by the Lead Underwriter and in any event on or before the day the marketing materials are first provided to any potential investor; and

(iii) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 41-101 prior to filing such template version with the Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation as required by Canadian Securities Laws.

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(e) Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws.

(f) The Corporation shall prepare and file a revised template version of any marketing materials provided to potential investors in connection with the Offering where required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.

(g) During the period of distribution of the Offered Securities, the Corporation and the Underwriters covenant and agree:

(i) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been or will be filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor; and

(ii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities other than: (A) such marketing materials for which the template versions thereof have been approved and filed in accordance with the foregoing paragraphs, (B) the Prospectus in accordance with this Agreement, and (C) any standard term sheet (as defined in NI 41-101) approved in writing by the Corporation and the Lead Underwriter.

(h) No Underwriter will be liable under Section 4 with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

Delivery of the Prospectus and Related Matters.

(a) Contemporaneously with or prior to the filing of the Prospectus Supplement or any Prospectus Amendment, as the case may be, the Corporation will deliver to the Underwriters (and in the case of Section 5(a)(ii) below the Corporation will use its commercially reasonable efforts to deliver), without charge:

(i) if requested by the Underwriters, a copy of the Prospectus Supplement or any Prospectus Amendment, as the case may be, including all Documents Incorporated by Reference therein;

(ii) if requested by the Underwriters, a copy of any other document required to be filed by the Corporation in compliance with Canadian Securities Laws;

(iii) evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX of the Unit Shares and Warrant Shares sold pursuant to the Offering, subject only to satisfaction by the Corporation of the Standard Listing Conditions; and

(iv) a "long form" comfort letter from the Corporation's Auditor dated the date of the Prospectus Supplement, in form and substance satisfactory to the Lead Underwriter, acting reasonably, addressed to the Underwriters and the board of directors of the Corporation relating to the verification of financial and accounting information and other numerical data of a financial nature contained in or incorporated or deemed to be incorporated by reference in the Prospectus and matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus Supplement, and

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containing statements and information of the type ordinarily included in "comfort letters" to Underwriters in connection with an offering of securities, to a date not more than two Business Days prior to the date of such letter, provided, that with respect to clauses (i) and (ii) of this Section 5(a) if the documents are available on SEDAR+, they shall be deemed to have been delivered to the Underwriters as required by this Section 5(a).

(b) In the event that the Corporation is required to prepare a Prospectus Amendment, the Corporation will also prepare and deliver promptly to the Underwriters signed and certified copies of such Prospectus Amendment along with all Documents Incorporated by Reference therein that have not been previously delivered to the Underwriters; provided that if such documents are available on SEDAR+, they shall be deemed to have been delivered to the Underwriters as required by this Section 5(b). Any Prospectus Amendment will be in form and substance satisfactory to the Lead Underwriter, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Corporation will deliver to each of the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Section 5(a)(i) and to the extent that such Prospectus Amendment contains financial, accounting or statistical data, documents similar to those referred to in Section 5(a)(iii).

(c) Delivery of the Offering Documents will be satisfied in accordance with the "access equals delivery" provisions contained in Part 2A of NI 41-101 and the Underwriters and the Corporation shall satisfy any request for electronic or paper copies of the Offering Documents in accordance with the requirements of NI 41-101, without charge.

(d) Each delivery of the Prospectus by the Corporation to the Underwriters will constitute the consent of the Corporation to the use of such document, as applicable, in connection with the Offering and will constitute the representation and warranty of the Corporation to the Underwriters that, at the respective times of such delivery:

(i) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writing expressly for inclusion therein) contained therein:

(A) are true and correct in all material respects and contain no misrepresentation; and

(B) constitute full, true and plain disclosure of all material facts relating to the Offered Securities and to the Corporation and the Subsidiary considered as a whole;

(ii) such document does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made (except statements or facts relating solely to the Underwriters and provided by the Underwriters expressly for inclusion therein); and

(iii) such document complies with Canadian Securities Laws at the time filed and at the time when it is first sent or delivered to a purchaser or potential purchaser.

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6. Material Change.

(a) During the period from the date of this Agreement to the completion of the distribution of the Offered Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:

(i) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation or the Subsidiary considered on a consolidated basis;

(ii) any material fact (actual, anticipated, contemplated, threatened or proposed) in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and

(iii) any change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) or any misstatement of any material fact contained in any of the Offering Documents, or the coming into existence of any new material fact; and in all cases which change or new material fact is, or could reasonably be expected to be, of such a nature as to:

(A) render any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change, misstatement or new material fact, misleading or untrue in any material respect or could result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;

(B) result in any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Securities Laws; or

(b) During the period from the date of this Agreement to the completion of the distribution of the Offered Securities, the Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Lead Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Prospectus Amendment or other document without first providing the Lead Underwriter with a copy of such Prospectus Amendment or other document and consulting with the Lead Underwriter with respect to the form and content thereof. The Corporation shall in good faith discuss with the Lead Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under Section 6.

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(c) If during the period of distribution of the Offered Securities there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file a Prospectus Amendment, the Corporation will promptly prepare and file such Prospectus Amendment with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Lead Underwriter and its counsel to participate in the preparation and review of any Prospectus Amendment.

(d) During the period from the date of this Agreement to the completion of the distribution of the Offered Securities, the Corporation will notify the Lead Underwriter promptly:

(i) when any Prospectus Amendment has been filed;

(ii) of any request by any Securities Commission for any Prospectus Amendment or for additional information;

(iii) of the suspension of the qualification of any of the Offered Securities for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Prospectus Amendment) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and

(iv) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Common Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Regulatory Approvals.

The Corporation will make all necessary filings, obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will cooperate with the Underwriters in connection with the qualification of the Offered Securities for offer and sale and the grant of the Over-Allotment Option under Canadian Securities Laws and in maintaining such qualifications in effect for so long as required for the distribution of the Offered Securities.

Representations and Warranties of the Underwriters.

Each Underwriter hereby severally, and not jointly, nor jointly and severally covenants to the Corporation and acknowledges that the Corporation is relying on such covenants, as follows:

(a) Registration. The Underwriters (or their U.S. Affiliates, as applicable) are, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws or U.S. Securities Laws, as applicable, so as to permit it to lawfully fulfill its obligations hereunder;

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(b) Authority. The Underwriters have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

(c) Marketing Materials. Other than the Marketing Materials, the Underwriters have not provided any marketing materials to any potential investors in connection with the Offering.

(d) Jurisdiction. During the period of distribution of the Offered Securities by or through the Underwriters, the Underwriters will offer and sell the Offered Securities to the public only in the Qualifying Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement, either directly or through the Selling Firms. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where the Prospectus Supplement has been filed.

(e) Compliance with Securities Laws. The Underwriters will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Securities. The Underwriters will offer the Offered Securities for sale by the Corporation in the United States directly or through one or more of their U.S. Affiliates pursuant to applicable exemptions from the registration requirements of U.S. Securities Act and the applicable securities laws of any state of the United States, and in such other international Selling Jurisdictions on a private placement basis, in accordance with applicable Securities Laws in such other international Selling Jurisdictions. Any offer of the Offered Securities for sale by the Corporation in the United States will be made solely pursuant to the U.S. Private Placement Memorandum and in accordance with Schedule A to this Agreement.

(f) Sales. The Underwriters will not, directly or indirectly, solicit offers to sell or sell the Offered Securities or deliver any Offering Document to purchasers so as to require registration of the Offered Securities or the filing of a prospectus or registration statement with respect to the Offered Securities under the Applicable Laws of any jurisdiction other than the Qualifying Jurisdictions.

(g) Completion of Distribution. The Underwriters will use its commercially reasonable best efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Underwriters will notify the Corporation when the Underwriters have ceased the distribution of the Offered Securities and, within 30 days after the Closing Date, will provide the Corporation, in writing, with a breakdown of the number of Offered Securities distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions.

Covenants of the Corporation.

The Corporation hereby covenants to and agrees with the Underwriters, and acknowledges that the Underwriters are relying upon each of such covenants and agreements in entering into the transactions contemplated hereby, as follows:

(a) Notification of Filings. The Corporation will advise the Underwriters, promptly after receiving notice thereof, of the time when the Offering Documents have been filed and will provide evidence reasonably satisfactory to the Underwriters of such filing.

(b) Maintain Corporate Status. The Corporation will use its commercially reasonable efforts to remain a company validly subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties

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owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary, and for a period of 36 months from the Closing Date, the Corporation shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws of each such jurisdiction, provided that, in each case, this covenant shall not restrict the Corporation from entering into an agreement with respect to, or effecting, a transaction pursuant to which the Common Shares are exchanged for cash and/or securities of another person that is a reporting issuer and listed on a recognized stock exchange.

(c) Maintain Reporting Issuer Status. The Corporation will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Selling Jurisdictions in Canada, to at least the date that is 24 months following the Closing Date.

(d) Maintain Stock Exchange Listing. The Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares (including those issuable pursuant to the Offering) on the TSX or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, for a period of at least 24 months following the Closing Date.

(e) Validly Issued Shares. The Corporation will ensure at the Closing Time that the Unit Shares have been duly and validly issued as fully paid and non-assessable Common Shares.

(f) Validly Issued Warrants. The Corporation will ensure at the Closing Time that the Warrants are duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.

(g) Validly Issued Warrant Shares. The Corporation will ensure, at all times from the Closing Date until the date that is 24 months thereafter, that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants, and upon issuance in accordance with the terms of the Warrant Indenture, including payment of the exercise price therefor, the Warrant Shares shall be validly issued as fully paid and non-assessable Common Shares.

(h) Stock Exchange Listing of Offered Securities. Prior to the Closing Date, the Corporation will file or cause to be filed with the TSX all necessary documents and will take, or cause to be taken, all necessary steps to ensure that the Unit Shares and the Warrant Shares have been approved for listing and for trading on the TSX, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter, fulfill the Standard Listing Conditions, within the time period prescribed by the TSX.

(i) Use of Proceeds. The Corporation confirms its intention as of the date hereof to use the net proceeds from the purchase and sale of the Units in accordance with the description set forth under the heading “Use of Proceeds” in the Prospectus Supplement.

(j) Standstill. From the date of this Agreement until the date which is 90 days following the Closing Date of the Offering, the Corporation will not, directly or indirectly, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing (or agree to or announce any intention to do any of the foregoing),

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any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than issuances pursuant to: (i) the Offering; (ii) the grant, exercise or vesting of awards and other similar issuances pursuant to the Corporation's omnibus equity incentive plan in place prior to the date hereof; (iii) the issuance of Common Shares upon the exercise or vesting of convertible securities of the Corporation or any other commitment or agreement outstanding prior to the date hereof, (iv) the issuance of non-convertible debt securities; (v) pursuant to any acquisition of shares or assets of arm's length persons; and/or (vi) in connection with any strategic transactions, investments or supply agreements between the Corporation and a third party, including awards issued pursuant to Corporation's omnibus equity incentive plan and any other convertible securities that may be issued to any arm's length persons in connection with such strategic transactions, investments or supply agreements.

(k) Lock-Up Agreements. Each of the officers and directors of the Corporation shall enter into lock-up agreements ("Lock-Up Agreements") in form and substance satisfactory to the Lead Underwriter, on behalf of the Underwriters, acting reasonably, pursuant to which each such individual will agree, until the date which is 90 days following the Closing Date of the Offering or such earlier date that such officer or director ceases to be an officer or director of the Corporation, not to, offer, sell, contract to sell, grant any option to purchase, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to do so, any Common Shares or any securities convertible into or exchangeable for Common Shares (collectively, the "Lock-Up Securities"), whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether such transaction is settled by the delivery of the Lock-Up Securities, other securities, cash or otherwise, subject to the following exceptions: (i) if the Corporation receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Common Shares, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement, provided that, in the event the change of control or other similar transaction is not completed, the subject securities shall remain subject to the lock-up agreement; (ii) in respect of transfers or sales to affiliates of such officer or director; (iii) in respect of sales of the subject securities by an officer or director of the Corporation solely to satisfy tax obligations related to ownership of the subject securities; and (iv) in respect of the issuance or exercise of securities pursuant to the Corporation's equity incentive plans or arrangements.

(l) Consents and Approvals. The Corporation will make or obtain, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations and filings as may be required by the Corporation for the consummation of the transactions contemplated herein (i) under Securities Laws, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules and policies of the TSX; or (ii) as may be otherwise required by the Corporation, including under any Material Agreement or Debt Instrument.

(m) Press Release and Public Announcements. The Corporation shall provide the Underwriters with a reasonable opportunity to review and provide comments on a draft of any proposed announcement or press release relating to the Offering. In addition, if

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required by applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall include an appropriate notation on each page as follows: "Not for distribution to United States news wire services or for dissemination in the United States." All press releases announcing the Offering will also be tailored to qualify for the safe harbour provided for in Rule 135e under the U.S. Securities Act, and include the following statement:

"This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the applicable securities laws of any state of the United States, and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. Persons ((as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and the applicable securities laws of any state of the United States or an exemption from such registration requirements is available."

(n) Marketing. The Corporation shall cooperate with the Underwriters in marketing the Offering, including, to the extent reasonable, by making its senior officers available to meet with prospective investors identified by the Underwriters.

(o) Closing Conditions. The Corporation will have, at or prior to the Closing Time, fulfilled or caused to be fulfilled, each of the conditions set out in Section 12.

Representations and Warranties of the Corporation.

The Corporation hereby represents and warrants to the Underwriters, and acknowledges that each of them is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, as follows:

General Matters

(a) Good Standing of the Corporation. The Corporation (i) has been duly incorporated under the OBCA and is up-to-date in all material corporate filings and in good standing under the OBCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Securities, to grant the Over-Allotment Option and to enter into and carry out its obligations under this Agreement and the Warrant Indenture.

(b) Good Standing and Ownership of Subsidiary. The Corporation does not have any subsidiaries within the meaning of the Securities Act (Ontario) other than the Subsidiary. The Subsidiary (i) is duly incorporated, under the OBCA and is up-to-date in all material corporate filings and in good standing under the OBCA, and (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. The Corporation holds all of the outstanding shares of the Subsidiary and all such shares are legally and beneficially owned, directly or indirectly, by the Corporation, free and clear of all Liens, and all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in another jurisdiction) and no person has any right, agreement or option for the purchase from the Corporation of any interest in any of such

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shares or for the issue or allotment of any unissued shares in the capital of the Subsidiary or any other security convertible into or exchangeable for any such shares.

(c) Carrying on Business. Each of the Corporation and the Subsidiary is, in all material respects, conducting their business in compliance with all Applicable Laws (including Environmental Laws) of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and its properties and assets to be owned, leased and operated. All such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits, which could have a Material Adverse Effect on the Corporation and the Subsidiary, taken as a whole. Neither the Corporation nor its Subsidiary is aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

(d) No Other Interests. Other than the Subsidiary and the Corporation's interest in Moon River Moly Ltd., the Corporation has no other direct or indirect subsidiaries and the Corporation has no equity or joint venture interest nor any investment or proposed investment in any person which accounted for, or which is expected to account for, more than 5% of the assets or revenues of the Corporation or would otherwise be material to the business or affairs of the Corporation.

(e) No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Corporation or its Subsidiary.

(f) Freedom to Compete. Neither the Corporation nor its Subsidiary is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation or its Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect.

(g) Share Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on January 8, 2026, 270,343,536 Common Shares were outstanding as fully paid and non-assessable shares in the capital of the Corporation.

(h) Absence of Rights. Except as disclosed in the Prospectus, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation. The Offered Securities, upon issuance, will not be issued in violation of any pre-emptive rights or contractual rights to purchase securities issued by the Corporation.

(i) Common Shares are Listed. The issued and outstanding Common Shares are listed and posted for trading on the TSX and no order ceasing or suspending trading in the Common Shares or prohibiting the sale or issuance of the Offered Securities has been issued and to the knowledge of the Corporation, no proceedings for such purpose has been threatened or to the best knowledge of the Corporation are pending.

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(j) Stock Exchange Compliance. The Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX and the Corporation is currently in compliance with the rules and policies of the TSX, in all material respects.

(k) Reporting Issuer Status. The Corporation is a "reporting issuer", not included in a list of defaulting reporting issuers maintained by the securities regulators in each of the Selling Jurisdictions in Canada, and without limiting the foregoing, the Corporation has complied in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Corporation which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Commissions.

(l) Compliance with Filings and Fees. The Corporation and the Subsidiary have complied in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Closing Time in connection with the Offering. All material filings and fees required to be made and paid, as at the date hereof, by the Corporation and each Subsidiary pursuant to Securities Laws and other applicable securities laws and general corporate law have been made and paid.

(m) No Voting Control. The Corporation and the Subsidiary are not a party to, nor is the Corporation aware of, any shareholders' agreements, pooling agreements, voting agreements or voting trusts or other similar agreements with respect to the ownership or voting control of any of the securities of the Corporation, or pursuant to which any person may have any right or claim in connection with any existing or past equity interest in the Corporation or the Subsidiary. The Corporation has not adopted a shareholders' rights plan or any similar plan or agreement.

(n) Transfer Agent. The Transfer Agent at its principal office in Toronto, Ontario has been duly appointed as the registrar and transfer agent in respect of the Common Shares.

(o) Warrant Agent. The Warrant Agent at its principal office in Toronto, Ontario will, prior to the Closing, be duly appointed as the warrant agent in respect of the Warrants.

(p) Material Agreement and Debt Instruments. All Material Agreements and Debt Instruments have been disclosed in the Prospectus and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation and the Subsidiary have performed all obligations (including payment obligations) in a timely manner under, and are in material compliance with all terms and conditions contained in each Material Agreement and Debt Instrument. Neither the Corporation nor the Subsidiary is in violation, breach or default nor has any of them received any notification from any party claiming that the Corporation or the Subsidiary is in violation, breach or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under any Material Agreement or Debt Instrument, except in each case where such violation, breach or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Absence of Breach or Default. The Corporation and the Subsidiary are not currently in conflict with, or in breach, violation or default of, and the execution and delivery of this Agreement, the Warrant Indenture and the Offering Documents and the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the

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Offered Securities, the grant of the Over-Allotment Option and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation or the Subsidiary, including the Securities Laws; (B) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of the Corporation and the Subsidiary which are in effect at the date of thereof; (C) any Material Agreement or Debt Instrument; or (D) any judgment, decree or order binding the Corporation, the Subsidiary or the properties or assets of the Corporation or the Subsidiary, in each case where the breach, violation or default of which could reasonably be expected to have an adverse material effect on the Corporation and the Subsidiary, taken as a whole or would result in a Repayment Event or the creation or imposition of any Liens on any property or assets of the Corporation or the Subsidiary.

(r) No Actions or Proceedings. There are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) currently outstanding, threatened against or affecting or to the best knowledge of the Corporation, threatened or pending, against the Corporation or the Subsidiary at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against the Corporation or the Subsidiary which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation, the Subsidiary or its properties or assets are subject.

(s) Financial Statements. The Financial Statements contain no misrepresentations, present fairly, in all material respects, the financial position and condition of the Corporation (on a consolidated basis) for the periods then ended and have been prepared in accordance with Canadian Securities Laws and IFRS, applied on a consistent basis throughout the periods involved.

(t) No Material Changes. Since December 31, 2024, except as disclosed in the Prospectus:

(i) there has not been any material change in the assets, properties, affairs, prospects, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation or its Subsidiary, as applicable;

(ii) there has not been any material change in the capital stock or long-term debt of the Corporation or Subsidiary, as applicable; and

(iii) the Corporation and the Subsidiary, as applicable, has carried on its business in the ordinary course.

(u) No Off-Balance Sheet Arrangements. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Corporation or the Subsidiary which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

(v) Internal Accounting Controls. The Corporation and the Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific

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authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(w) Accounting Policies. There has been no change in accounting policies or practices of the Corporation or the Subsidiary since December 31, 2024, other than as disclosed in the Financial Statements.

(x) Independent Auditor. The Corporation's Auditor are independent public accountants as required by the securities laws of the Province of Ontario, and there has not been any "reportable event" (within the meaning of NI 51-102) with respect to the present or any former auditor of the Corporation.

(y) Audit Committee. The responsibilities and composition of the Audit Committee of the Corporation comply with National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators.

(z) Previous Acquisitions. All previous material acquisitions completed by the Corporation or the Subsidiary of any securities, business or assets of any other entity have been fully and properly disclosed in the Prospectus, to the extent required by Securities Laws, were completed in compliance in all material respects with all applicable corporate and securities laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with in all material respects.

(aa) Purchases and Sales. Other than as disclosed in the Prospectus, neither the Corporation nor the Subsidiary has approved, entered into any agreement in respect of, or has any knowledge of:

(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiary whether by asset sale, transfer of shares, or otherwise; or

(ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Corporation or the Subsidiary or otherwise) of the Corporation or the Subsidiary.

(bb) No Loans or Non-Arm's Length Transactions. Other than as disclosed in the Financial Statements, neither the Corporation nor the Subsidiary is a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with the Corporation or the Subsidiary and neither the Corporation nor the Subsidiary has made any loans to, or guaranteed the obligations of, any person.

(cc) Dividends. There is not, in the constating documents (or equivalent organizational or governing documents) or in any Material Agreement, Debt Instrument, or other instrument or document to which the Corporation or the Subsidiary is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of the Common Shares.

(dd) Leased Premises. With respect to each of the Leased Premises, the Corporation and/or the Subsidiary occupy the Leased Premises and has the exclusive right to occupy and

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use the Leased Premises and each of the leases pursuant to which the Corporation or its Subsidiary occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.

(ee) Insurance. The Corporation and the Subsidiary maintain insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their respective business, operations and assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, in comparable geographic locations, and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring the Corporation, the Subsidiary, and their respective directors, officers and employees, and their business, operations and assets are in good standing and in full force and effect in all respects, and not in default. Each of the Corporation and the Subsidiary are in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Corporation or the Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Corporation has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business and operations at a cost that would not have a Material Adverse Effect and neither the Corporation nor the Subsidiary has failed to promptly give any notice of any material claim thereunder.

(ff) Taxes. All material taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Corporation and the Subsidiary have been paid. All material tax returns, declarations, remittances and filings required to be filed by the Corporation or the Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading. To the best knowledge of the Corporation, no examination of any tax return of the Corporation or the Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiary.

(gg) Anti-Bribery Laws. Neither the Corporation nor the Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti- bribery or anti-corruption laws applicable to the Corporation or the Subsidiary, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any

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Governmental Entity; or assisting any representative of the Corporation or the Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor the Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation or the Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

(hh) Anti-Money Laundering. The operations of the Corporation and the Subsidiary are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Corporation or the Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened.

(ii) Compliance with OFAC. None of the Corporation, its Subsidiary or, to the best knowledge of the Corporation, any director, officer, agent, employee or affiliate of the Corporation or its Subsidiary is a person that is, or is owned or controlled by a person that is, currently subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, His Majesty's Treasury, Governmental Entity or other regulatory authority, or other relevant sanctions authority (collectively, the "Sanctions"), nor is the Corporation or any of its Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Russia, Sudan and Syria (each, a "Sanctioned Country"); and the Corporation will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Subsidiary, joint venture partner or other person: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Corporation and its Subsidiary have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country in violation of Sanctions.

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(jj) Directors and Officers. To the knowledge of the Corporation, none of the directors or officers of the Corporation or the Subsidiary are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Corporation or other public company.

(kk) Related Parties. None of the directors, officers or employees of the Corporation or the Subsidiary, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Corporation or the Subsidiary which, as the case may be, materially affected, is material to or will materially affect the Corporation or the Subsidiary.

(II) Minute Books and Records. The minute books and records of the Corporation and the Subsidiary which the Corporation has made available to the Underwriters and their counsel Miller Thomson LLP in connection with its due diligence investigation of the Corporation and the Subsidiary are all of the minute books and all material records of the Corporation and the Subsidiary and contain copies of all constating documents, including all amendments thereto, and all material proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

(mm) Continuous Disclosure. The Corporation is in compliance in all material respects with its continuous disclosure obligations under the securities laws of the Selling Jurisdictions in Canada sand, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, properties, affairs, prospects, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of the Corporation or the Subsidiary which has not been publicly disclosed and the information and statements in the Public Disclosure Documents were true and correct, in all material respects, as of the respective dates of such information and statements and at the time such documents were filed on SEDAR+, do not contain any misrepresentations, and the Corporation has not filed any confidential material change reports which remain confidential as at the date thereof.

(nn) Forward-Looking Information. With respect to forward-looking information contained in the Public Disclosure Documents, including for certainty the Offering Documents, the Corporation had a reasonable basis for the forward-looking information at the time the disclosure was made.

(oo) Full Disclosure. All information which has been prepared by the Corporation and the Subsidiary relating to the Corporation and its business, properties and liabilities and provided to the Underwriters including all financial, marketing, sales and operational information provided to the Underwriters is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

The Offering

(pp) Corporate Actions. All necessary corporate action has, or will have been taken prior to the Closing Time so as to (i) authorize the execution, delivery and performance of this Agreement and the Warrant Indenture, (ii) authorize the execution, delivery and filing, as applicable, of the Offering Documents, (iii) upon payment of the requisite consideration

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thereof, validly issue and sell the Unit Shares as fully paid and non-assessable Common Shares; (iv) grant the Over-Allotment Option and issue and sell, the Additional Units upon exercise of the Over-Allotment Option, (v) upon payment of the requisite consideration thereof, validly create, issue and sell the Warrants and (vi) upon payment of the requisite consideration and the due exercise thereof, validly issue and sell the Warrant Shares as fully paid and non-assessable Common Shares.

(qq) Valid and Binding Documents. Each of the execution and delivery of this Agreement and the Warrant Indenture and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws in effect in the Province of Ontario.

(rr) All Consents and Approvals. All consents, approvals, permits, authorizations or filings as may be required under Securities Laws or by any Governmental Entity or third party necessary for: (i) the execution and delivery of this Agreement and the Warrant Indenture, (ii) the issuance, creation, sale and delivery, as applicable, of the Offered Securities and the grant of the Over-Allotment Option, and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, except (A) those which shall be obtained prior to the Closing Time under the Securities Laws or the rules of the TSX, and (B) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws, as may be required in connection with the Offering.

(ss) Fees and Commissions. Other than the Underwriters (or any members of their Selling Firm) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.

(tt) Entitlement to Proceeds. Other than the Corporation, there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, Debt Instrument, or other instrument or document (written or unwritten).

(uu) No Significant Acquisitions. The Corporation has not completed any "significant acquisition" (within the meaning of such term under NI 51-102) nor is it proposing any "probable acquisitions" (within the meaning of such term under NI 44-101F1) that would require the inclusion or incorporation by reference of any additional financial statements or pro forma financial statements in the Prospectus or the filing of a Business Acquisition Report pursuant to Canadian Securities Laws.

(vv) Corporation Short Form Eligible. The Corporation is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to applicable Canadian Securities Laws and upon filing of the Prospectus Supplement there will be no documents required to be filed under the Canadian Securities Laws in connection with the distribution of the Offered Securities that will not have been filed as required.

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(ww) Prospectus. The information and statements contained in the Prospectus (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein) will, at the time of delivery of the Prospectus: (i) be true and correct in all material respects; (ii) contain no misrepresentation relating to the Corporation and the Subsidiary or the Offering and will be in compliance with applicable Canadian Securities Laws in all material respects; and (iii) not omit any material fact or information which is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they were made.

(xx) U.S. Private Placement Memorandum. The U.S. Private Placement Memorandum has been prepared in a form customary for a private placement offering of equity securities of a Canadian foreign private issuer in the United States pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act for Substituted Purchasers who are U.S. Accredited Investors and pursuant to Rule 144A for resales to Qualified Institutional Buyers, and similar exemptions under applicable securities laws of any state of the United States, concurrent with a public offering in Canada, and does not and will not contain any material disclosures regarding the Corporation or the Subsidiary other than as set forth in the Prospectus or in any Prospectus Amendment, if any, in each case, that is included therein.

(yy) U.S. Sales. The Corporation makes the representations, warranties and covenants applicable to it in Schedule A attached hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule A form part of this Agreement.

Mineral Property and Environmental Matters

(zz) Material Property. The Material Property is the only mineral property or mineral asset which the Corporation considers material to the business of the Corporation and the Subsidiary and the description of the Material Property and the mining rights held by the Corporation or its Subsidiary as disclosed in the Prospectus complies with Securities Laws, in all material respects. The Material Property is comprised of all the claims, leases and other interests as set forth in the Technical Report all of which are valid and in good standing and the title opinion to be delivered by the Corporation pursuant to the terms hereunder, cover all of the material mining claims and mining leases that comprise the Material Property.

(aaa) Properties and Assets. The Corporation and/or the Subsidiary are the absolute legal and beneficial owner of, and have good and marketable title to, all of the material properties or assets thereof as described in the Prospectus, such properties and assets are free of all Liens, other than as disclosed in the Prospectus, and no other property rights (including surface or access rights) are necessary for the conduct of the business of the Corporation and the Subsidiary as currently conducted; neither the Corporation nor the Subsidiary knows of any claim or basis for any claim that would reasonably be expected to adversely affect the right of the Corporation or the Subsidiary to use, transfer, access or otherwise exploit such property rights; and, except as disclosed in the Prospectus, (i) no other person has any interest in the Material Property or the mining rights or the production from any of the underlying properties or mineral deposits of the Material Property or any right to acquire any such interest, (ii) there are no back in rights, earn in rights, rights of first refusal, royalty rights, streaming rights or other rights of any nature that would affect the interest of the Corporation in the Material Property or the mining rights, and (iii) neither the Corporation nor the Subsidiary has any responsibility or obligation to pay any commission,

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royalty, licence fee or similar payment to any person with respect to the property rights thereof.

(bbb) Material Property and Mining Rights. The Corporation and/or the Subsidiary hold either mineral exploration concessions/claims, freehold title, mining leases, mining concessions, mining claims or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the jurisdiction in which the Material Property is located in respect of the deposits and specified minerals located in the Material Property in which the Corporation and the Subsidiary have an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation and the Subsidiary to access the Material Property and explore the minerals relating thereto in all material respects; all such properties, leases, concessions or claims in which the Corporation and the Subsidiary have any interests or rights have been validly located and recorded in accordance with all Applicable Laws and are valid, subsisting and in good standing.

(ccc) Valid Title Documents. Any and all of the agreements and other documents and instruments pursuant to which the Corporation and the Subsidiary hold the Material Property and assets (including any lease and/or option agreement or any interest in, or right to earn an interest in, any properties and assets) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Corporation and the Subsidiary are not in default of any of the material provisions of any such agreements, documents or instruments, nor to the Corporation's knowledge has any such default been alleged. Neither the Material Property nor material assets (nor any lease and/or option agreement or any interest in, or right to earn an interest in, properties or assets) of the Corporation or the Subsidiary are subject to any right of first refusal or purchase or acquisition rights.

(ddd) Possession of Authorizations. The Corporation and the Subsidiary have obtained all Authorizations necessary to carry on the business of the Corporation and the Subsidiary as it is currently conducted. The Corporation and the Subsidiary are in material compliance with the terms and conditions of all such Authorizations. All Authorizations issued to date to the Corporation and the Subsidiary are valid, subsisting, in good standing and in full force and effect. Neither the Corporation nor its Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted, other than those which individually or in the aggregate would not have a Material Adverse Effect.

(eee) No Expropriation. No part of the properties, mining rights or Authorizations of the Corporation or the Subsidiary have been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Corporation, been commenced, been threatened or is pending, nor does the Corporation or the Subsidiary have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(fff) No Indigenous Claims. Other than as disclosed in the Prospectus:

(i) there are no legal claims or actions with respect to indigenous or local rights currently outstanding, or to the knowledge of the Corporation, threatened or pending, with respect to the Material Property;

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(ii) the Corporation is not aware of any material land entitlement claims or indigenous or local land claims having been asserted or any legal actions relating to indigenous or local issues having been instituted with respect to the Material Property;

(iii) no material dispute in respect of the Material Property with any indigenous or local group exists, has been threatened or is imminent with respect to the Material Property or any activities thereon; and

(iv) the Corporation and the Subsidiary maintain good relationships with the communities and persons affected by or located on the Material Property in all material respects, and there are no material complaints, issues, proceedings or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the ability to explore, develop and operate the Material Property.

(ggg) Relationship with Governmental Entities. The Corporation and the Subsidiary maintain good relationships with all Governmental Entities in the jurisdiction in which the Material Property is located, or in which such parties otherwise carry on their business or operations. To the knowledge of the Corporation, there exists no condition or state or fact or circumstances in respect thereof, that would prevent the Corporation or the Subsidiary from conducting its business and activities in connection with the Material Property, in all material respects, as currently conducted and there exists no actual or, to the knowledge of the Corporation, threatened termination, limitation, modification or material change in the working relationships with any Governmental Entities.

(hhh) Environmental Matters.

(i) The Corporation and the Subsidiary are in material compliance with all Environmental Laws and all exploration and operations on the properties of the Corporation and the Subsidiary, carried on by or on behalf of the Corporation or the Subsidiary, has been conducted in all material respects in accordance with good mining and engineering practices.

(ii) Neither the Corporation nor the Subsidiary has used, except in material compliance with all Environmental Laws and Authorizations, any properties or facilities which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Material.

(iii) Neither the Corporation nor the Subsidiary, nor to the knowledge of the Corporation, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Corporation nor the Subsidiary has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation and the Subsidiary and the Corporation and the Subsidiary have not received notice of any of the same.

(iv) There have been no past unresolved claims, complaints, notices or requests for information received by the Corporation or the Subsidiary with respect to any alleged material violation of any Environmental Laws, and to the knowledge of the

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Corporation, none that are threatened or pending. To the best knowledge of the Corporation, no conditions exist at, on or under any properties now or previously owned, operated or leased by the Corporation or the Subsidiary which, with the passage of time or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse Effect.

(v) Except as ordinarily or customarily required by applicable permit, neither the Corporation nor the Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Applicable Law including any Environmental Laws. Neither the Corporation nor the Subsidiary has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites.

(vi) There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or the Subsidiary being carried on by the Corporation or the Subsidiary, or to the best knowledge of the Corporation by any third parties, except for ongoing assessments conducted by or on behalf of the Corporation and the Subsidiary in the ordinary course.

(iii) Scientific and Technical Information. The Corporation has filed all technical reports in respect of its Material Property required thereby, which remain current as at the date hereof, and there is no new material scientific or technical information concerning the Material Property since the date thereof that would require a new technical report to be prepared and filed under NI 43-101. The Corporation and the Subsidiary made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them and none of such information contained any misrepresentation at the time such information was provided.

Employment Matters

(jjj) Employment Laws. The Corporation and the Subsidiary is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, workers' compensation, occupational health and safety and pay equity and wages. There are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers' compensation legislation, occupational health and safety legislation or similar legislation nor has any event occurred which would reasonably be expected to give rise to any of the foregoing.

(kkk) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation or the Subsidiary for the benefit of any current or former director, officer, employee or consultant of the Corporation or the Subsidiary (the "Employee Plans") has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by the Securities Laws of the Selling Jurisdictions in Canada.

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(III) Record-Keeping. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation and the Subsidiary, as applicable.

(mmm) Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the knowledge of the Corporation, threatened or pending, against the Corporation or the Subsidiary which is adversely affecting or would reasonably be expected to adversely affect, in a material manner, the carrying on of the business of the Corporation or the Subsidiary and no union representation exists for the employees of the Corporation or the Subsidiary and no collective bargaining agreement is in place or being negotiated by the Corporation or the Subsidiary.

Closing.

(a) Location of Closing. The closing of the Offering (including any closing of the Over-Allotment Option) shall be completed virtually at the Closing Time, or at such other place as the Lead Underwriter, on behalf of the Underwriters, and the Corporation may agree.

(b) Deliveries. At the Closing Time, subject to the terms and conditions contained in this Agreement, the following shall occur: (i) the Underwriters shall pay to the Corporation in lawful money of Canada, the aggregate purchase price for the Offered Securities being issued and sold hereunder, net of the Commission and expenses of the Underwriters payable by the Corporation as set out in this Agreement, by wire transfer; and (ii) the Corporation shall deliver the Offered Securities to the Underwriters as an electronic deposit representing the Units pursuant to the non-certificated inventory system of CDS Clearing and Depository Service Inc., registered as the Lead Underwriter, on behalf of the Underwriters may notify and direct the Corporation in writing prior to the Closing Time.

Conditions of Closing.

The following are conditions precedent to the obligation of the Underwriters to purchase the Offered Securities pursuant to this Agreement at the Closing Time, and which conditions are to be satisfied by the Corporation at or prior to the Closing Time and may be waived in writing in whole or in part by the Lead Underwriter, on behalf of the Underwriters.

(a) Compliance with this Agreement. All representations and warranties of the Corporation in this Agreement being true and correct and the Corporation having performed its obligations under this Agreement in all material respects.

(b) Corporate and Securities Opinion. The Corporation will cause its counsel to deliver to the Underwriters favourable legal opinions dated and delivered on the Closing Date, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, acting reasonably, with respect to the following matters:

(i) the Corporation is a corporation existing under the Business Corporations Act (Ontario) and has all requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets;

(ii) the Corporation has all necessary corporate capacity, power and authority: (A) to execute and deliver this Agreement and the Warrant Indenture and to perform its

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obligations hereunder and thereunder; (B) to issue, sell and deliver the Offered Securities; and (C) to grant the Over-Allotment Option;

(iii) the authorized and issued and outstanding share capital of the Corporation;

(iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Warrant Indenture and the performance of its obligations thereunder, and this Agreement and the Warrant Indenture have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to other standard assumptions and qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by Applicable Law;

(v) the execution and delivery of this Agreement and the Warrant Indenture and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities by the Corporation at the Closing Time and the grant of the Over-Allotment Option do not and will not result in a breach of or a default under, do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or a default under, and do not and will not conflict with: (A) the constating documents of the Corporation; (B) any resolutions of the directors or shareholders of the Corporation; or (C) any applicable corporate law or Securities Laws;

(vi) all necessary Corporate action has been taken by the Corporation to authorize the execution of each of the Offering Documents (and any Prospectus Amendment) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions;

(vii) the Unit Shares, and the Additional Shares if the Over-Allotment Option is exercised, have been duly and validly issued as fully paid and non-assessable Common Shares;

(viii) the Warrants, and the Additional Warrants if the Over-Allotment Option is exercised, have been duly and validly created and issued and the Warrant Shares have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the provisions of the Warrant Indenture, including payment of the exercise price therefor, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(ix) that the Transfer Agent at its principal offices in the city of Toronto has been duly appointed as the transfer agent and registrar for the Common Shares, and the Warrant Agent at its principal offices in the city of Toronto has been duly appointed as the warrant agent under the Warrant Indenture;

(x) the issuance by the Corporation of the Warrant Shares, and the Additional Warrant Shares if the Over-Allotment Option is exercised, upon the due exercise of the Warrants and Additional Warrants, is exempt from, or is not subject to, the prospectus requirements of the Canadian Securities Laws of the Selling

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Jurisdictions in Canada and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws of the Selling Jurisdictions in Canada in connection therewith;

(xi) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to qualify the distribution to the public of the Offered Securities in the Qualifying Jurisdictions by or through persons who are duly registered under the applicable Canadian Securities Laws and who have complied with the relevant provisions of such applicable Canadian Securities Laws and to qualify the grant of the Over-Allotment Option;

(xii) subject to the qualifications, limitations and assumptions set out therein, the statements set forth in the Prospectus under the captions "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations", insofar as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein;

(xiii) the Corporation is a "reporting issuer", or its equivalent, in each of the Selling Jurisdictions in Canada and it is not on the list of defaulting reporting issuers maintained by the Securities Commissions;

(xiv) the first trade by the Purchasers of the Unit Shares, Warrants and Warrant Shares, and the Additional Shares, Additional Warrants and Additional Warrant Shares if the Over-Allotment Option is exercised, is exempt from the prospectus requirements of Canadian Securities Laws and no other documents will be required to be filed, proceedings taken, approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit any such trade or resale in Canada, made through a registrant registered in an appropriate category under Canadian Securities Laws who has complied with such Canadian Securities Laws; and

(xv) subject only to the Standard Listing Conditions, the Unit Shares and Warrant Shares have been conditionally approved for listing on the TSX under the Corporation's trading symbol "GENM".

In connection with such opinions, the Corporation may deliver the opinions of local counsel to the Corporation in the Selling Jurisdictions in Canada acceptable to counsel to the Underwriters, acting reasonably, as to certain corporate and securities matters relating to the Corporation and as to the qualification for distribution of the Offered Securities and the grant of the Over-Allotment Option, and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others.

(c) Subsidiary Opinion. The Corporation will cause favourable legal opinions to be delivered to the Underwriters by the Corporation's counsel, dated and delivered on the Closing Date, regarding the Subsidiary, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the following matters:

(i) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation;

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(ii) the Subsidiary having all requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets; and

(iii) the authorized and issued share capital of the Subsidiary and the ownership thereof.

(d) Title Opinion. The Corporation will cause favourable legal opinions or title reports to be delivered to the Underwriters by the Corporation's counsel, dated and delivered on the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, regarding title matters relating to the Material Property.

(e) U.S. Securities Opinion. If any Units are sold to Purchasers in the United States, the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from special United States counsel to the Corporation, to the effect that it is not necessary in connection with the offer to and re-sale by the Underwriters of the Units in the United States to Qualified Institutional Buyers or the offer of the Units by the Underwriters and the sales by the Corporation to U.S. Accredited Investors pursuant to this Agreement, to register the Units, including the underlying Unit Shares, Warrants and Warrant Shares under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of any Units.

(f) Officers Certificate. The Corporation will deliver a certificate of the Corporation, addressed to the Underwriters and dated the Closing Date, and signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other senior officers of the Corporation as may be acceptable to the Underwriter, acting reasonably, in form and substance satisfactory to the Lead Underwriter, on behalf of the Underwriters, acting reasonably, certifying with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the Corporation's board of directors relevant to the issue and sale of the Offered Securities, the grant of the Over-Allotment Option, the authorization of the Offering Documents, this Agreement, the Warrant Indenture and any other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation.

(g) Bring Down Officers' Certificate. The Underwriters will have received a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Lead Underwriter, on behalf of the Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that:

(i) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby;

(ii) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

(iii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Securities or any other securities of the Corporation has been issued by any regulatory authority and is

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continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority or the TSX; and

(iv) the Prospectus Supplement is true and correct in all material respects and contains no misrepresentation, constitute full, true and plain disclosure of all material facts relating to the Offered Securities and to the Corporation and the Subsidiary considered as a whole, and as the date hereof, contains no misrepresentation and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that since the date of the Underwriting Agreement, no material change and no new material fact has occurred or been discovered in respect of the Corporation that has not been disclosed in the Prospectus Supplement;

(h) Certificates of Status. The Underwriters will have received a certificate of status or the equivalent in respect of the Corporation and its Subsidiary issued by the appropriate regulatory authority in the jurisdiction in which the Corporation and its Subsidiary are incorporated, dated within one Business Day prior to the Closing Date.

(i) Bring-Down Comfort Letter. The Underwriters will have received an auditor's "bring down" comfort letter dated the Closing Date from the Corporation's Auditor, in form and substance satisfactory to the Underwriters, on behalf of the Underwriters, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(a)(iv) thereof.

(j) Warrant Indenture. The Underwriters will have received at the Closing Time the Warrant Indenture, duly executed by the Corporation and the Warrant Agent.

(k) Transfer Agent Certificate. The Underwriters will have received a certificate from the Transfer Agent with respect to its appointment as transfer agent and registrar of the Common Shares and the number of Common Shares issued and outstanding as at the end of the Business Day immediately prior to the Closing Date.

(l) TSX Conditional Approval. The Underwriters will have received evidence of the approval (or conditional approval) of the listing and posting for trading of the Unit Shares and Warrant Shares on the TSX, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Unit Shares will, at the opening of trading on the TSX on the Closing Date, be listed and posted for trading on the TSX.

(m) Lock Up Agreements. The Underwriters will have received executed copies of all the Lock-Up Agreements required by the Underwriters pursuant to Section 9(k);

(n) No Termination. The Underwriters will not have exercised any rights of termination set forth in Section 15 thereof.

(o) Other Documentation. The Corporation will have made and/or obtained all necessary filings, approvals, permits, consents and acceptances to or from, as the case may be, the board of directors, the Securities Regulators, the TSX and any other applicable person required to be made or obtained by the Corporation in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Corporation and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the

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Underwriters will do all that is reasonably required to assist the Corporation to fulfil this condition.

13. Closing of the Over-Allotment Option.

(a) Written Notice of Exercise. The Over-Allotment Option may be exercised for a period of 30 days from and including the Closing Date. The Lead Underwriter, on behalf of the Underwriters, shall provide written notice to the Corporation of its election to exercise the Over-Allotment Option, which notice will set forth: (i) the aggregate number of the Additional Units, Additional Shares and Additional Warrants, as applicable, to be purchased; and (ii) the closing date for such Additional Securities, provided that such closing date shall not be less than two Business Days and no more than seven Business Days following the date of such notice, and in any event not later than the 30th day following the Closing Date.

(b) Closing. The purchase and sale of the Additional Securities, if required, shall be completed at such time and place as the Lead Agent, on behalf of the Underwriters, and the Corporation may agree, and in accordance with Section 11 above.

(c) Securities. At the closing of the Over-Allotment Option, subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriters the Additional Securities, in electronic or certificated form, registered as directed by the Underwriters, against payment to the Corporation by the Underwriters of the aggregate purchase price for the Additional Securities being issued and sold by wire transfer or certified cheque, net of the Commission and any expenses of the Underwriters payable by the Corporation as set out in this Underwriting Agreement.

(d) Deliveries. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 12 relating to closing deliveries) shall apply mutatis mutandis to the issuance of any Additional Securities pursuant to any exercise of the Over-Allotment Option.

(e) Adjustments. In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the number of Over-Allotment Securities issuable on exercise thereof and their respective purchase price such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

14. All Terms to be Conditions.

The Corporation agrees that all material terms and material conditions set out in this Agreement shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause such conditions to be complied with, and that any material breach or failure by the Corporation to comply with any such material conditions in favour of the Underwriters that cannot be cured prior to the Closing Time shall entitle the Underwriters to terminate its obligation to purchase the Offered Securities by written notice to that effect given to the Corporation prior to the Closing Time. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach

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or non-compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

Termination Events.

The Lead Underwriter, on behalf of the Underwriters, and the Corporation may mutually agree in writing to terminate this Agreement. The Underwriters shall be entitled, at their sole option, to terminate and cancel, without any liability on the part of the Underwriters, all of their obligations under this Agreement, by written notice of the Lead Underwriter, on behalf of the Underwriters, to that effect given to the Corporation, prior to the Closing Time on the Closing Date, if:

(a) Material Change Out. There is a material change or a change in any material fact or a new material fact shall arise, or there should be discovered any previously undisclosed material fact which would reasonably be expected to have a significant adverse effect on the business, affairs, or financial condition of the Corporation or its material properties or on the market price or the value of the securities of the Corporation; or

(b) Proceedings Out. (i) an inquiry, action, suit, proceeding or investigation (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation where wrong-doing is alleged or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority which involves a finding of wrong doing (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Underwriters and not upon activities of the Corporation) which in the reasonable opinion of the Underwriters (or any of them) adversely affects, or involves, or will adversely affect, or involve, the business, operations or affairs of the Corporation and its subsidiaries taken as a whole or materially and adversely affects or would be reasonably expected to materially and adversely affect the market price or value of the Common Shares of the Corporation or the distribution of the Offered Securities; or (ii) any order shall have been made or threatened to cease or suspend trading in the Common Shares or any other securities of the Corporation, or to otherwise prohibit or restrict in any manner the distribution or trading of the Common Shares, the Offered Securities or any other securities of the Corporation, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSX which order has not been rescinded, revoked or withdrawn; or

(c) Disaster Out. There should develop, occur or come into effect or existence any event, action, state, condition or any action, law or regulation, inquiry, including without limitation, terrorism, accident, pandemic, natural disaster, public protest or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which in the reasonable opinion of the Underwriters (or any of them) seriously adversely affects, or involves, or may seriously adversely affect, or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole or the market price or value of the Offered Securities or the Common Shares, as the case may be; or

(d) Breach Out. The Corporation is in breach of a material term, condition or covenant in this Agreement that cannot be cured, or any representation or warranty given by the Corporation in this Agreement becomes or is false (and cannot be cured).

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The Lead Underwriter, on behalf of the Underwriters shall make reasonable best efforts to give written notice to the Corporation of the occurrence of any of the events referred to in this Section 15, provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Underwriters to exercise their rights under this Section 15 at any time prior to or at the Closing Time.

16. Exercise of Termination Right.

If this Agreement is terminated by the Underwriters pursuant to Section 15, there shall be no further liability on the part of the Underwriters or of the Corporation to the Underwriters, except in respect of any liability which may have arisen or may thereafter arise under Sections 19 and 20. The right of the Underwriters to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement.

17. Survival of Representations and Warranties.

Unless expressly provided otherwise herein, the representations, warranties, covenants and agreements of the Corporation herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase and sale of the Offered Securities and shall continue in full force and effect for the benefit of the Underwriters in accordance with Applicable Law, until the Survival Limitation Date, regardless of any subsequent disposition of the Offered Securities or any investigation by or on behalf of the Underwriters with respect thereto. Without any limitation of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriters or the contribution obligations of the Corporation or of the Underwriters, including without limitation Section 19, shall survive the sale of the Offered Securities and shall continue in full force and effect, indefinitely.

18. Liability of the Underwriters

(a) The obligations of the Underwriters to purchase the Offered Securities at the Closing Time shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Offered Securities to be purchased at any such time:

Stifel Nicolaus Canada Inc.	70%
BMO Nesbitt Burns Inc.	20%
Haywood Securities Inc.	10%
	100%

(b) If one of the Underwriters (a "Refusing Underwriter") shall not complete the purchase of the Offered Securities which such Refusing Underwriter has agreed to purchase hereunder (the "Defaulted Securities") for any reason whatsoever at the Closing Time, and (i) if the number of Defaulted Securities does not exceed 20% of the number of Offered Securities to be purchased hereunder on such date, the non-Refusing Underwriter (the "Continuing Underwriter") shall be obligated to purchase the Offered Securities which the Refusing Underwriter fails to purchase; or (ii) if the number of Defaulted Securities exceeds 20% of the number of Offered Securities to be purchased on such date, the Continuing Underwriter shall be entitled, at their option, to purchase all but not less than all of the Offered Securities which would otherwise have been purchased by the Refusing Underwriter. If the Continuing Underwriter does not elect to purchase the balance of the

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Offered Securities pursuant to Section 18, then the Corporation shall have the right to either (i) proceed with the sale of the Units (less the Defaulted Securities) to the Continuing Underwriter; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Section 19 and Section 20 in respect of the Continuing Underwriters.

(c) No action taken pursuant to Section 18(b) shall relieve the Refusing Underwriter from liability in respect of its default to the Corporation or to the Continuing Underwriter.

(d) Nothing in this Section 18 shall oblige the Corporation to sell to any or all of the Underwriters less than all of the aggregate amount of the Offered Securities.

Indemnity and Contribution.

(a) The Corporation and its Subsidiary and affiliated companies (collectively, the "Indemnitor") agree to indemnify and hold harmless, the Underwriters and/or any of their respective affiliates and the directors, officers, employees and agents of the Underwriters (hereinafter referred to as the "Personnel" and together with the Underwriters, the "Indemnified Parties") harmless from and against any and all expenses, losses (other than loss of profits), fees, claims (including shareholder actions, derivative or otherwise), actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties, to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, fees, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties or otherwise in connection with the matters referred to herein.

(b) Notwithstanding anything to the contrary contained herein, this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Indemnified Parties have been grossly negligent or have committed any willful misconduct or fraudulent act in the course of the performance of professional services rendered to the Corporation by the Indemnified Parties or otherwise in connection with the matters referred to in this Agreement; and

(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were primarily caused by the gross negligence, willful misconduct or illegal or fraudulent act referred to in 19(b)(i).

(c) The Corporation also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting claims on the Corporation's behalf or in right for or in connection with this Agreement, the engagement of the Underwriters hereunder, the performance of professional services rendered to the Corporation by the Underwriters under this Agreement or otherwise in connection with the matters referred to in this Agreement, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have been primarily caused by the gross negligence or willful misconduct of such Indemnified Party.

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(d) If for any reason (other than the occurrence of any of the events itemized in 19(b)(i) and 19(b)(ii) above), the foregoing indemnification is unavailable to an Indemnified Party or insufficient to hold them harmless, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Underwriters on the other hand but also the relative fault of the Corporation and the Underwriters, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Underwriters hereunder pursuant to this Agreement.

(e) The Corporation agrees that in case any legal proceeding shall be brought against the Indemnitor and/or an Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or an Indemnified Party and an Indemnified Party or its Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Indemnified Parties, the Indemnified Parties shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Parties for time spent by their Personnel in connection therewith at their per-diem rates) and reasonable out-of-pocket expenses incurred by their Personnel in connection therewith shall, subject to the right of indemnity, be paid by the Indemnitor as they occur.

(f) Promptly after receipt of notice of the commencement of any legal proceeding against the Indemnified Parties or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Indemnified Parties will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to the Indemnified Parties except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defense of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had the Indemnified Parties not so delayed in giving or failed to give the notice required hereunder.

(g) The Indemnitor shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defense thereof, provided such defense is conducted by experienced and competent counsel. If such defense is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Indemnified Parties, will keep the Indemnified Parties advised of the progress thereof and will discuss with the Indemnified Parties all significant actions proposed.

(h) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor's expense, to employ counsel of such Indemnified Party's choice, in respect of the defense of any action, suit, proceeding, claim or investigation if: (i) the

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employment of such counsel has been authorized in writing by the Indemnitor; or (ii) the Indemnitor has not assumed the defense and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate because there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defense on the Indemnified Party's behalf) or that there is a conflict of interest between the Indemnitor, the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Corporation shall not have the right to assume or direct the defense on the Indemnified Party's behalf), provided that in no circumstance shall the Indemnitor be responsible for more than one set of counsel in each applicable jurisdiction for all of the Indemnified Parties.

(i) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected not to be unreasonably withheld or delayed. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

(j) The Indemnitor hereby constitutes the Lead Underwriter as trustee for the other indemnified parties of the Indemnitor's covenants under this indemnity with respect to such persons and the Lead Underwriter, agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

(k) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and the Indemnified Parties. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

(l) This indemnity (i) shall not be assignable by any party hereto without the prior written consent of each other party hereto; and (ii) shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal law of Canada applicable therein and the parties hereto hereby irrevocably attorn to the jurisdiction of the court of the Province of Ontario. No waiver, amendment or other modification of this indemnity shall be effective unless in writing and signed by each of the parties hereto.

Expenses.

The Corporation shall pay all reasonable costs, expenses and fees in connection with the Offering, including (i) all expenses of, or incidental to, the creation, issue, sale or distribution of the Offered Securities; (ii) the fees and expenses of the Corporation's counsel, including of the Corporation's local counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering; (iv) the reasonable fees and disbursements of the Underwriters' legal counsel (up to a maximum amount as specified in the Letter Agreement, plus taxes and disbursements); and (v) all reasonable other "out-of-pocket expenses" of the Underwriters (up to a maximum amount as specified in the Letter Agreement). All fees and expenses incurred by the Underwriters shall be payable by the Corporation immediately upon

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receiving an invoice therefor from the Underwriters and shall be payable whether or not the Offering is completed. At the option of the Underwriters, all such costs, expenses and fees payable by the Corporation to the Underwriters may be deducted from the gross proceeds of the sale of the Offered Securities otherwise payable to the Corporation on the Closing Date or shall be payable by the Corporation upon receiving an invoice therefor from the Underwriters.

21. Compensation of the Underwriters.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Corporation shall pay to the Underwriters, at the Closing Time, a cash commission (the "Commission") equal to 6.0% of the gross proceeds of the Offering (including for certainty on any exercise of the Over-Allotment Option), subject to reduction to 3.0% on orders for President's List Purchasers. The obligation of the Corporation to pay the Commission shall arise at the Closing Time and the Commission will be netted out of the gross proceeds of the Offering.

22. Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

(a) if to the Corporation, to:

Generation Mining Limited
100 King St. West, Suite 7010
Toronto, ON M5X 1B1

Attention: Jamie Levy, President and Chief Executive
Officer Email: [Redacted – Personal Information]

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

Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance Street
Toronto, Ontario, M5H 0B4

Attention: David Gardos
Email: [Redacted – Personal Information]

(b) if to the Underwriters:

Stifel Nicolaus Canada Inc.
Suite 3800, 161 Bay Street
Toronto, Ontario, M5J 2S1

Attention: Stephen Delaney, Managing Director, Investment Banking
Email: [Redacted – Personal Information]

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

Miller Thomson LLP
40 King Street West, Suite 6600
Toronto, ON Canada M5H 3S1

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Attention: Andrew Powers and Jeffrey Gebert
Email: [Redacted – Personal Information]

or to such other address as any of the parties may designate by notice given to the others. Each notice shall be personally delivered to the addressee or sent by facsimile or electronic transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by facsimile or electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is sent.

Other Underwriter Business.

The Corporation acknowledges that the Underwriters and certain of their affiliates: (i) act as investment fund managers and traders of, and dealers in, securities both as principal and on behalf of their clients (including managed accounts and investment funds) and, as such, may have had, and may in the future have, long or short positions in the securities of the Corporation or related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Corporation; (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Corporation or related entities; and (iv) nothing in this Agreement shall restrict their ability to conduct business in the ordinary course and in compliance with Applicable Laws.

No Fiduciary Duty.

The Corporation acknowledges that in connection with the Offering: (i) no Underwriter has assumed or will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and no Underwriter has any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (ii) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (iii) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Corporation waives to the full extent permitted by Applicable Law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering.

Public Announcement.

Provided the Offering is successfully completed, the Underwriters shall be permitted to publish, at their own expense, after giving the Corporation a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating to the performance of services provided hereunder in such newspaper or other publications as the Underwriters consider appropriate, and shall further be permitted to post such advertisements or announcements on its website.

Time of the Essence.

Time shall, in all respects, be of the essence hereof and, following any waiver or indulgence by any party shall again be of the essence hereof.

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Direction of Inquiries.

The Corporation agrees to direct all inquiries from persons expressing an interest in participating in the Offering to the Underwriters.

Entire Agreement.

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings with respect to the subject matter hereof, other than Section 16 of the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

Severability.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter arising hereunder or relating hereto.

Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation and the Underwriters and their respective successors and permitted assigns.

Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Counterparts and Electronic Copies.

This Agreement may be executed and delivered in any number of counterparts and by facsimile or PDF copy, which taken together shall form one and the same agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

48 -

If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,

STIFEL NICOLAUS CANADA INC.

Per: (Signed) "Stephen Delaney"
Name: Stephen Delaney
Title: Managing Director, Investment Banking

BMO NESBITT BURNS INC.

Per: (Signed) "Joshua Goldfarb"
Name: Joshua Goldfarb
Title: Managing Director, Investment Banking

HAYWOOD SECURITIES INC.

Per: (Signed) "Ryan Matthiesen"
Name: Ryan Matthiesen
Title: Managing Director, Investment Banking

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

GENERATION MINING LIMITED

Per: (Signed) "Jamie Levy"
Name: Jamie Levy
Title: President and Chief Executive Officer

SCHEDULE A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule A to the underwriting agreement dated as of January 9, 2026 between Generation Mining Limited and Stifel Nicolaus Canada Inc. as the lead underwriter and sole bookrunner (the "Lead Underwriter"), together with BMO Nesbitt Burns Inc. and Haywood Securities Inc. (together with the Lead Underwriter, the "Underwriters")

As used in this Schedule A, the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S.

"Foreign Issuer" means a foreign issuer as that term is defined in Rule 902(e) of Regulation S;

"General Solicitation" or "General Advertising" means "general solicitation" or "general advertising", as used under Rule 502(c) under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over the internet, radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Offshore Transaction" means Offshore Transactions as that term is defined in Rule 902(h) of Regulation S;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S; and

"U.S. Purchasers" means purchasers of Units in the Offering who (i) are in the United States or are U.S. Persons, (ii) are purchasing for account or benefit of persons in the United States or U.S. Persons, (iii) were offered the Units in the United States, or (iv) placed their order to purchase the Units from within the United States.

All other capitalized terms used but not otherwise defined in this Schedule A shall have the meanings assigned to them in the Underwriting Agreement to which this Schedule A is attached.

A. Representations, Warranties and Covenants of the Corporation

The Corporation represents and warrants to and covenants with each of the Underwriters that:

It is, and on the Closing Date will be, a Foreign Issuer and there is no Substantial U.S. Market Interest with respect to the Common Shares of the Corporation;
Except with respect to offers and sales in accordance with this Schedule A to (i) Qualified Institutional Buyers in reliance upon the exemption from registration available under Rule 144A and (ii) U.S. Accredited investors in accordance with Section 4(a)(2) under the U.S. Securities Act and/or Rule 506(b) of Regulation D, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person, or (B)

90091479.6

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any sale of Offered Securities unless, at the time the buy order was or will, have been originated, the purchaser is (i) outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States and not purchasing for the account or benefit of a U.S. Person;

None of the Corporation, any of its affiliates, or any person acting on their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) (i) has made or will make any Directed Selling Efforts in the United States or to, or for the account or benefit of, a U.S. Person, (ii) has engaged or will engage in any form of General Solicitation or General Advertising, or (iii) has offered or will offer the Offered Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, in connection with the offer or sale of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person;
The Corporation is not now, and will not as a result of the sale of the Offered Securities contemplated hereby be registered or required to be registered under the United States Investment Company Act of 1940, as amended;
None of the Corporation, any of its affiliates, or any person acting on their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has taken or will take any action that would cause the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S or the exemption from such registration requirements provided by Rule 144A, Section 4(a)(2) of the U.S. Securities Act or Rule 506(b) of Regulation D, to be unavailable for the offer and sale of Offered Securities pursuant to this Underwriting Agreement, including this Schedule A;
None of the Corporation, its affiliates or any persons acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has offered or sold, or will offer or sell, any of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person, except for offers and sales made through the Underwriters and their U.S. Affiliates in compliance with this Underwriting Agreement, including this Schedule A;
All offers and sales of Offered Securities made by the Corporation, its affiliates or any persons acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) outside the United States to non-U.S. Persons have been made and will be made in Offshore Transactions and otherwise in accordance with Rule 903 of Regulation S;
The Offered Securities are not, and as of the Closing Date will not be, and no securities of the same class as any of the Offered Securities are or will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in a "U.S. automated inter-dealer quotation system", as such term is used in Rule 144A under the U.S. Securities Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A) of less than 10% for securities so listed or quoted;

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For so long as any of the Offered Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such Offered Securities, or to any prospective purchaser of such Offered Securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act, provided that the delivery of such information is required in order to permit sales of the applicable Offered Securities pursuant to Rule 144A;
Neither the Corporation, nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;
The Corporation further acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state of the United States and can be offered and sold in the United States or to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers pursuant to Rule 144A or Substituted Purchasers that are U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and in each case pursuant to similar exemptions under the applicable securities laws of any state of the United States;
Except with respect to the offer and sale of the Offered Securities offered in accordance with this Schedule A and pursuant to the terms of this Agreement, the Corporation has not, within 30 calendar days before the commencement of the offer and sale of the Offered Securities, and will not within 30 calendar days after the latest of the Closing Date and any closing of the Over-Allotment Option, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemptions from registration pursuant to Rule 144A, Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under the applicable securities laws of any state of the United States or the exclusion from registration set forth in Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Offered Securities;
The Corporation will, within the prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including, if applicable, filing a Form D with the SEC;
With respect to Offered Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), if any, none of the Corporation, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Corporation participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person (as define below), as to whom no representation,

warranty or covenant is made) (each, an "Issuer Covered Person") is subject to any disqualifications described under Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event"). The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Corporation has complied with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to the Underwriters and their U.S. Affiliates a copy of any disclosures provided thereunder;

At the Closing Time, the Corporation is not aware of any person (other than any Dealer Covered Person (as define below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Offered Securities;
None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 under Regulation D; and
None of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act.

B. Representations, Warranties and Covenants of the Underwriters

Each Underwriter represents and warrants to and covenants with the Corporation on its own behalf and on behalf of its U.S. Affiliates (if any) that:

It acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the applicable securities laws of any state of the United States. The Offered Securities sold to U.S. Purchasers will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and the Offered Securities sold under Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under the applicable securities laws of any state of the United States will bear a legend to such effect. It has offered and sold and will offer and sell the Offered Securities only (i) outside the United States to non-U.S. Persons in Offshore Transactions and otherwise in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or U.S. Persons that (A) are Qualified Institutional Buyers pursuant to Rule 144A or (B) Substituted Purchasers that are U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in each case pursuant to similar exemptions under the applicable securities laws of any state of the United States, as provided in the paragraphs set forth below, and as further provided in this Schedule A. Accordingly, neither the Underwriter, nor its U.S. Affiliate, nor any Selling Firm or any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts in connection with the offer and sale of the Offered Securities; or (ii) except as permitted by this Schedule A, have made or will make any offers to sell Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (iii) except as permitted by this Schedule A, have

made or will make any sale of Offered Securities unless at the time the purchaser made its buy order therefor, the Underwriter, its U.S. Affiliate or the applicable Selling Firm or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not purchasing for the account or benefit of a U.S. Person;

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Corporation;
It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall cause its U.S. Affiliate and use its best efforts to ensure that each Selling Firm complies with, the provisions of this Schedule A as if such provisions applied to such U.S. Affiliate and such Selling Firm;
All offers and sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons have been and will be made only to (A) Qualified Institutional Buyers in transactions that are exempt from registration under the U.S. Securities Act pursuant to Rule 144A and (B) to Substituted Purchasers that are U.S. Accredited Investors pursuant to an exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and in each case, in compliance with the applicable securities laws of any state of the United States, and will be effected by its U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, was and will be on the date of each offer and sale of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc;
As of the Closing Date, with respect to the Regulation D Securities, none of it, its U.S. Affiliate, or any of its or its U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the offering of Regulation D Securities, any of an Underwriter's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Regulation D Securities, or any other person associated with any of the above persons that has been or will be paid, directly or indirectly, remuneration for solicitation of purchasers of Regulation D Securities (each, a "Dealer Covered Person" and, together, "Dealer Covered Persons"), is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. As of the Closing Date, each Underwriter represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities;
It represents that it is not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers in connection with the sale of Regulation D Securities, if any. It will notify the Corporation, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale for solicitation of purchasers of Regulation D Securities;

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Prior to the completion of any sale of Offered Securities to a U.S. Purchaser, it shall cause each such U.S. Purchaser to execute either (i) the Qualified Institutional Buyer Letter in the form attached as Schedule A to the U.S. Private Placement Memorandum or (ii) the U.S. Accredited Investor Certificate in the form attached as Schedule B to the U.S. Private Placement Memorandum, as applicable;
Offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons shall not be made and have not been made by any form of General Solicitation or General Advertising, any Directed Selling Efforts, or in any manner involving a public offering within the meaning of Rule 4(a)(2) under the U.S. Securities Act;
It has not taken or will take any action (including the sale of Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons) that would cause the exemptions afforded by Rule 144A, Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons or that would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Units in Offshore Transactions outside the United States to non-U.S. Persons pursuant to this Underwriting Agreement;
Immediately prior to soliciting offerees in the United States or purchasing for the account or benefit of a U.S. Person, the Underwriter had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, and at the time of completion of each sale to a person in the United States or purchasing for the account or benefit of, a U.S. Person, the Underwriter, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each such purchaser purchasing Offered Securities from such Underwriter or its U.S. Affiliate is a Qualified Institutional Buyer and purchasing directly from the Corporation is a U.S. Accredited Investor;
All purchasers of the Offered Securities in the United States or purchasing for the account or benefit of, a U.S. Person shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state of the United States and are being offered and sold to such purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, as applicable, and in compliance with the applicable securities laws of any state of the United States;
Each offeree has been or will be provided with a copy of the U.S. Private Placement Memorandum, and no other written material had been or will be provided to the offerees, and no other representations concerning the Corporation or the offering of Offered Securities has been made to the offerees, by the Underwriter, its U.S. Affiliates, their affiliates and any Person acting on its or their behalf in connection with the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person;
At the Closing Time, the Underwriter, together with each of its U.S. Affiliates offering or selling Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person, will provide a certificate, substantially in the form of Exhibit A to this Schedule A, relating to the manner of the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person, or will be deemed to have represented

that neither it nor its affiliates offered or sold Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person;

At least one Business Day prior to the Closing Date, the Underwriter shall provide the Corporation with a list of all purchasers of Offered Securities in the United States solicited by it;
No Underwriter, its U.S. Affiliate or any person acting on its behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities; and
Each U.S. Affiliate of an Underwriter that is purchasing the Offered Securities and selling the Offered Securities in the United States pursuant to Rule 144A is a Qualified Institutional Buyer.

EXHIBIT A

UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States and to, or for the account or benefit of, U.S. Persons of the Securities of Generation Mining Limited (the "Corporation"), pursuant to the underwriting agreement dated as of January 9, 2026 between the Corporation and the Underwriters named therein (the "Underwriting Agreement"), the undersigned Underwriter and its United States broker-dealer affiliate (the "U.S. Affiliate") do hereby certify that:

(a) the U.S. Affiliate was on the date of each offer or sale of Offered Securities was made in the United States or to, or for the account or benefit of, U.S. Persons, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale was made (unless exempted from the respective state's broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

(b) all offers and sales of the Offered Securities made by us in the United States or to, or for the account or benefit of, U.S. Persons were made by the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements;

(c) each offeree was provided, prior to the time of such offeree's purchase of any Offered Securities, with a copy of the U.S. Private Placement Memorandum, and none of us has provided or will provide to any offeree any written material other than the U.S. Private Placement Memorandum and no other representations concerning the Corporation or the offering of Offered Securities has been made by us;

(d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Securities the United States or to, or for the account or benefit of, U.S. Persons;

(e) immediately prior to contacting any offeree in the United States or purchasing for the account or benefit of a U.S. Person, we had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor with whom we had a pre-existing relationship and, on the date thereof, we continue to believe that each such Person purchasing Offered Securities from us is a Qualified Institutional Buyer and each such purchaser purchasing from the Corporation is a U.S. Accredited Investor;

(f) no Dealer Covered Person is subject to any Disqualification Event;

(g) prior to the sale of Offered Securities by us of Offered Securities to a U.S. Purchaser, it shall cause each such U.S. Purchaser to execute either (i) the Qualified Institutional Buyer Letter in the form attached as Schedule A to the U.S. Private Placement Memorandum or (ii) the U.S. Accredited Investor Certificate in the form attached as Schedule B to the U.S. Private Placement Memorandum, as applicable; and

(h) the offering of the Securities in the United States and to, or for the account or benefit of, U.S. Persons has been conducted by us in accordance with the Underwriting Agreement, including Schedule A thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule A thereto, unless otherwise defined herein.

Dated this ● day of ●, 2026.

[NAME OF UNDERWRITER]
By: _________
Authorized Signatory

[NAME OF U.S. AFFILIATE]
By: _________
Authorized Signatory

AI assistant

Generation Mining Limited Share Issue/Capital Change 2026

47559_rns_2026-01-09_001ae753-2eab-4d09-9195-6212b9478159.pdf

UNDERWRITING AGREEMENT

Attention: Jamie Levy, President and Chief Executive Officer

Terms and Conditions

6. Material Change.

Mineral Property and Environmental Matters

Employment Matters

13. Closing of the Over-Allotment Option.

14. All Terms to be Conditions.

16. Exercise of Termination Right.

17. Survival of Representations and Warranties.

18. Liability of the Underwriters

21. Compensation of the Underwriters.

22. Notices.

SCHEDULE A

A. Representations, Warranties and Covenants of the Corporation

B. Representations, Warranties and Covenants of the Underwriters

EXHIBIT A

UNDERWRITERS' CERTIFICATE

AI assistant

Generation Mining Limited — Share Issue/Capital Change 2026

47559_rns_2026-01-09_001ae753-2eab-4d09-9195-6212b9478159.pdf

UNDERWRITING AGREEMENT

Attention: Jamie Levy, President and Chief Executive Officer

Terms and Conditions

6. Material Change.

Mineral Property and Environmental Matters

Employment Matters

13. Closing of the Over-Allotment Option.

14. All Terms to be Conditions.

16. Exercise of Termination Right.

17. Survival of Representations and Warranties.

18. Liability of the Underwriters

21. Compensation of the Underwriters.

22. Notices.

SCHEDULE A

A. Representations, Warranties and Covenants of the Corporation

B. Representations, Warranties and Covenants of the Underwriters

EXHIBIT A

UNDERWRITERS' CERTIFICATE

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Generation Mining Limited Share Issue/Capital Change 2026