Luca Mining Corp. — Capital/Financing Update 2020

Feb 14, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

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

2. Date of Material Change

February 13, 2020

3. News Release

Press releases disclosing the material change were released on January 22, 2020 and February 13, 2020 through the facilities of GlobeNewswire.

4. Summary of Material Changes

The Company completed its previously announced bought deal private placement (the "Bought Deal Offering") and concurrent non-brokered private placement (the "Non-Brokered Offering", and together with the Bought Deal Offering, the "Offering") of an aggregate of 20,577,403 units (the "Units") at a price of C\$0.52 per Unit (the "Issue Price") for gross proceeds of C\$10,700,250.

Under the Bought Deal Offering, the Company issued an aggregate of 19,231,250 Units (including 3,846,250 Units issued upon the exercise in full by the Underwriters (as defined herein) of the Underwriters' Option) at the Issue Price for gross proceeds of C\$10,000,250. Under the Non-Brokered Offering, the Company issued an aggregate of 1,346,153 Units at the Issue Price for gross proceeds of C\$700,000.

The Bought Deal Offering was led by Haywood Securities Inc. and Mackie Research Capital Corporation as co-lead underwriters and joint-bookrunners on behalf of a syndicate of underwriters including PowerOne Capital Markets Limited and Raymond James Ltd. (collectively, the "Underwriters").

The net proceeds from the sale of the Units will be used for exploration and development of the Company's Marathon Palladium Project, as well as working capital and general corporate purposes.

In connection with the Bought Deal Offering, the Underwriters received: (i) a cash commission of 6.0% of the gross proceeds of the Bought Deal Offering, excluding gross proceeds from the issuance of Units to Eric Sprott for which a commission of 4.0% of such gross proceeds was paid by the Company to the Underwriters; and (ii) that number of non-transferable compensation options (the "Compensation Options") as is equal to (a) 6.0% of the aggregate number of Units sold under the Bought Deal Offering, excluding those Units sold to Eric Sprott, and (b) 4.0% of the aggregate number of Units sold under the Bought Deal Offering to Eric Sprott. Each Compensation Option is exercisable into one Common Share of the Company at the Issue Price for a period of 24 months from the closing date of the Bought Deal Offering. No fees were paid in connection with the Non-Brokered Offering.

5. Full Description of Material Change

A full description of the material change is described in the Company's press releases dated January 22, 2020 and February 13, 2020, which are attached as Schedule "A" hereto.

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

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

Certain related parties of the Company (the "Related Parties"), subscribed for an aggregate of 163,000 Units issued pursuant to the Offering.

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

The net proceeds of the Offering will be used for exploration and development of the Company's Marathon Palladium Project, as well as working capital and general corporate purposes.

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

The completion of the Offering provided the Company with funds to be used for exploration and development of the Company's Marathon Palladium Project, as well as working capital and general corporate purposes.

(d) a description of:

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

The Related Parties' participation in the Offering consisted of subscriptions for an aggregate of 163,000 Units as follows:

Name	Position	Number of Units	Aggregate Price
Jamie Levy	President, Chief Executive	96,000	\$49,920
	Officer and Director
Rodney Thomas	Director	48,000	\$24,960
Phillip Walford	Director	19,000	\$9,880

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

Prior to the completion of the Offering, Mr. Levy held, directly or indirectly, 4,164,600 Common Shares, 900,000 stock options and 500,000 Warrants. Following completion of the Offering, Mr. Levy holds an aggregate of 4,260,600 Common Shares, representing approximately 3.46% of the issued and outstanding Common Shares on an undiluted basis, and 548,000 Warrants. In the event that Mr. Levy exercises all of his convertible securities, he would hold an aggregate of 5,708,600 Common Shares, or approximately 4.59% of the issued and outstanding Common Shares of the Company, on a partially diluted basis.

Prior to the completion of the Offering, Mr. Thomas held, directly or indirectly, 375,500 Common Shares, 800,000 stock options and 187,500 Warrants. Upon closing of the Offering, Mr. Thomas holds, directly or indirectly, an aggregate of 423,500 Common Shares, representing approximately 0.34% of the issued and outstanding Common Shares on an undiluted basis, and 211,500 Warrants. In the event that Mr. Thomas exercises all of his convertible securities, he would hold an aggregate of 1,435,000 Common Shares, or approximately 1.15% of the issued and outstanding Common Shares of the Company, on a partially diluted basis.

Prior to the completion of the Offering, Mr. Walford held, directly or indirectly, 100,000 Common Shares and 400,000 stock options. Upon closing of the Offering, Mr. Walford holds, directly or indirectly, an aggregate of 119,000 Common Shares, representing approximately 0.09% of the issued and outstanding Common Shares on an undiluted basis, and 9,500 Warrants. In the event that Mr. Thomas exercises all of his convertible securities, he would hold an aggregate of 528,500 Common Shares, or approximately 0.42% of the issued and outstanding Common Shares of the Company, on a partially diluted basis.

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

A resolution of the board of directors was passed on February 12, 2020 approving the Offering. No special committee was established in connection with the transaction, and no materially contrary view or abstention was expressed or made by any director.

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

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:
• (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

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

Not applicable.

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

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

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

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

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

The report is not being filed on a confidential basis.

7. Omitted Information

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

8. Executive Officer.

For further information, contact Jamie Levy, President and Chief Executive Officer of the Company at (416) 567-2440.

9. Date of Report.

This report is dated at Toronto, this 14 th day of February, 2020.

SCHEDULE "A"

Generation Mining Completes C\$10,700,250 Private Placement

TORONTO, ONTARIO--(Globe Newswire – February 13, 2020) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Generation Mining Limited (CSE:GENM) ("Gen Mining" or the "Company") is pleased to announce that it has completed its previously announced bought deal private placement (the "Bought Deal Offering") and concurrent non-brokered private placement (the "Non-Brokered Offering", and together with the Bought Deal Offering, the "Offering") of an aggregate of 20,577,403 units of the Company (the "Units") at a price of C\$0.52 per Unit (the "Issue Price"), for aggregate total gross proceeds of C\$10,700,250. Each Unit consists of one common share (a "Common Share") in the capital of the Company and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company. Each Warrant is exercisable to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of C\$0.75 for a period of 24 months from the closing date of the Offering.

Under the Bought Deal Offering, the Company issued an aggregate of 19,231,250 Units (including 3,846,250 Units issued upon the exercise in full by the Underwriters (as defined herein) of the Underwriters' Option) at the Issue Price for gross proceeds of C\$10,000,250. Under the Non-Brokered Offering, the Company issued an aggregate of 1,346,153 Units at the Issue Price for gross proceeds of C\$700,000.

The Bought Deal Offering was led by Haywood Securities Inc. and Mackie Research Capital Corporation as co-lead underwriters and joint-bookrunners on behalf of a syndicate of underwriters including PowerOne Capital Markets Limited and Raymond James Ltd. (collectively, the "Underwriters").

The net proceeds from the sale of the Units will be used for exploration and development of the Company's Marathon Palladium Project, as well as working capital and general corporate purposes.

Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 9,615,386 Units pursuant to the Bought Deal Offering. As a result of the Offering, Mr. Sprott beneficially owns or controls 9,615,386 Common Shares and 4,807,693 Warrants of the Company, representing 7.83% of the issued and outstanding common shares of the Company on a non-diluted basis and 11.30% of the issued and outstanding common shares of the Company on a partially-diluted basis, assuming the exercise of Mr. Sprott's warrants as of the date hereof. Prior to the Offering, Mr. Sprott did not beneficially own or control any common shares of the Company.

The Units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company, including on the open market or through private acquisitions, or sell securities of the Company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Mr. Sprott's early warning report will appear on the Company's profile on SEDAR and may also be obtained by calling his office at (416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2).

The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101") as insiders of the Company subscribed for an aggregate of 163,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The participants in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.

In connection with the Bought Deal Offering, the Underwriters received: (i) a cash commission of 6.0% of the gross proceeds of the Bought Deal Offering, excluding gross proceeds from the issuance of Units to Eric Sprott for which a commission of 4.0% of such gross proceeds was paid by the Company to the Underwriters; and (ii) that number of non-transferable compensation options (the "Compensation Options") as is equal to (a) 6.0% of the aggregate number of Units sold under the Bought Deal Offering, excluding those Units sold to Eric Sprott, and (b) 4.0% of the aggregate number of Units sold under the Bought Deal Offering to Eric Sprott. Each Compensation Option is exercisable into one Common Share of the Company at the Issue Price for a period of 24 months from the closing date of the Bought Deal Offering. No fees were paid in connection with the Non-Brokered Offering.

The Units issued under the Offering are subject to a hold period in Canada expiring four months and one day from the closing date. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Generation Mining Limited

Generation Mining Limited is focused on advancing the Marathon Deposit, the largest undeveloped platinum group metal Mineral Resource in North America. The Marathon Property covers a land package of approximately 22,000 hectares or 220 square kilometres. Gen Mining acquired a 51% interest in the Marathon Property from Sibanye Stillwater on July 10, 2019 and can increase its interest to 80% by spending \$10 million over a period of four years. More than \$3 million of this has already been spent. Sibanye Stillwater has certain back-in rights that can bring its interest in the Property back to 51% after such time as Gen Mining has earned its 80% interest (see the Company's press release of July 11, 2019, for more details). The Company's common shares trade on the Canadian Securities Exchange ("CSE") under the symbol GENM.

For further information please contact:

Jamie Levy President and Chief Executive Officer (416) 640-2934 (416) 567-2440 jlevy@genmining.com

Forward-Looking Information

This press release includes certain information that may be deemed "forward-looking information" under applicable securities laws. All statements in this press release, other than statements of historical facts, is forward-looking information. In particular, statements in this press release relating to the use of net proceeds from the sale of the Units and the possible acquisition by Mr. Sprott of additional securities of the Company constitute forward-looking information. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the results of the Company's due diligence investigations, market prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions.

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

Generation Mining Announces Increase to Previously Announced Private Placement via Non-Brokered Private Placement to Strategic Investor

TORONTO, ONTARIO--(Globe Newswire – January 22, 2020) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Generation Mining Limited (CSE:GENM) ("Gen Mining" or the "Company") is pleased to announce that, due to investor demand from one of its existing shareholders, the Company intends to complete a concurrent non-brokered private placement of Units (as defined below) on the same terms at its previously announced offering for additional gross proceeds of C\$700,000 (the "Non-Brokered Offering").

As previously announced, Gen Mining has entered into an agreement with Haywood Securities Inc. and Mackie Research Capital Corporation as co-lead underwriters and joint-bookrunners on behalf of a syndicate of underwriters including PowerOne Capital Markets Limited and Raymond James Ltd. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" private placement basis, 15,385,000 units of the Company (the "Units") at a price of C\$0.52 per Unit (the "Issue Price"), for total gross proceeds of C\$8,000,200. Each Unit will consist of one common share (a "Common Share") in the capital of the Company and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company. Each Warrant shall be exercisable to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of C\$0.75 for a period of 24 months from the closing date of the Offering.

The Company has granted the Underwriters an option to purchase up to an additional 25% of the Offering in Units (the "Underwriters' Option"), exercisable in whole or in part at any time up to 48 hours prior to the closing date. The aggregate gross proceeds to the Company from the Offering and the Non-Brokered Offering will be \$8,700,200, or \$10,700,250 if the Underwriters' Option is exercised in full.

The net proceeds from the sale of the Units will be used for exploration and development of the Company's Marathon Palladium Project, as well as working capital and general corporate purposes.

The Offering and Non-Brokered Offering are expected to close on or about February 13, 2020 and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities. The Units to be issued under the Offering and Non-Brokered Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering and Non-Brokered Offering, respectively.

In connection with the Offering, the Underwriters will receive: (i) a cash commission of 6.0% of the gross proceeds of the Offering, excluding gross proceeds from the issuance of Units to Eric Sprott for which a commission of 4.0% of such gross proceeds is payable by the Company to the Underwriters; and (ii) that number of non-transferable compensation options (the "Compensation Options") as is equal to (a) 6.0% of the aggregate number of Units sold under the Offering, excluding those Units sold to Eric Sprott, and (b) 4.0% of the aggregate number of Units sold under the Offering to Eric Sprott. Each Compensation Option is exercisable into one Common Share of the Company at the Issue Price for a period of 24 months from the closing date of the Offering. No fees will be payable in connection with the Non-Brokered Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Generation Mining Limited

Generation Mining Limited is focused on advancing the Marathon Deposit, the largest undeveloped platinum group metal Mineral Resource in North America. The Marathon Property covers a land package of approximately 22,000 hectares or 220 square kilometres. Gen Mining acquired a 51% interest in the Marathon Property from Sibanye Stillwater on July 10, 2019 and can increase its interest to 80% by spending \$10 million over a period of four years. More than \$3 million of this has already been spent. Sibanye Stillwater has certain back-in rights that can bring its interest in the Property back to 51% after such time as Gen Mining has earned its 80% interest (see the Company's press release of July 11, 2019, for more details). The Company's common shares trade on the Canadian Securities Exchange ("CSE") under the symbol GENM.

For further information please contact:

Jamie Levy President and Chief Executive Officer (416) 640-2934 (416) 567-2440 jlevy@genmining.com

Forward-Looking Information

This news release includes certain information that may be deemed "forward-looking information" under applicable securities laws. All statements in this release, other than statements of historical facts, that address timing and completion of the Offering and events or developments that the Company expects is forward-looking information. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the results of the Company's due diligence investigations, market prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions.

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

Generation Mining Announces C\$8 Million "Bought Deal" Private Placement of Units Including a C\$5 Million Investment from Eric Sprott

TORONTO, ONTARIO--(Globe Newswire – January 22, 2020) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Generation Mining Limited (CSE:GENM) ("Gen Mining" or the "Company") is pleased to announce that it has entered into an agreement with Haywood Securities Inc. and Mackie Research Capital Corporation as co-lead underwriters and joint-bookrunners on behalf of a syndicate of underwriters including PowerOne Capital Markets Limited and Raymond James Ltd. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" private placement basis, 15,385,000 units of the Company (the "Units") at a price of C\$0.52 per Unit (the "Issue Price"), for total gross proceeds of C\$8,000,200 (the "Offering"). Each Unit will consist of one common share (a "Common Share") in the capital of the Company and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company. Each Warrant shall be exercisable to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of C\$0.75 for a period of 24 months from the closing date of the Offering.

Gen Mining is pleased to announce that Eric Sprott has agreed to purchase C\$5,000,000 of the Offering. On completion of the Offering, Eric Sprott will own approximately 8.84% of the Company on a non-diluted basis and approximately 12.70% on a partially diluted basis.

The Company has granted the Underwriters an option to purchase up to an additional 25% of the Offering in Units (the "Underwriters' Option"), exercisable in whole or in part at any time up to 48 hours prior to the closing date.

The net proceeds from the sale of the Units will be used for exploration and development of the Company's Marathon Palladium Project, as well as working capital and general corporate purposes.

The Offering is expected to close on or about February 13, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities. The Units to be issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.

In connection with the Offering, the Underwriters will receive: (i) a cash commission of 6.0% of the gross proceeds of the Offering, excluding gross proceeds from the issuance of Units to Eric Sprott for which a commission of 4.0% of such gross proceeds is payable by the Company to the Underwriters; and (ii) that number of non-transferable compensation options (the "Compensation Options") as is equal to (a) 6.0% of the aggregate number of Units sold under the Offering, excluding those Units sold to Eric Sprott, and (b) 4.0% of the aggregate number of Units sold under the Offering to Eric Sprott. Each Compensation Option is exercisable into one Common Share of the Company at the Issue Price for a period of 24 months from the closing date of the Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Generation Mining Limited

Generation Mining Limited is focused on advancing the Marathon Deposit, the largest undeveloped platinum group metal Mineral Resource in North America. The Marathon Property covers a land package of approximately 22,000 hectares or 220 square kilometres. Gen Mining acquired a 51% interest in the Marathon Property from Sibanye Stillwater on July 10, 2019 and can increase its interest to 80% by spending \$10 million over a period of four years. More than \$3 million of this has already been spent. Sibanye Stillwater has certain back-in rights that can bring its interest in the Property back to 51% after such time as Gen Mining has earned its 80% interest (see the Company's press release of July 11, 2019, for more details). The Company's common shares trade on the Canadian Securities Exchange ("CSE") under the symbol GENM.

For further information please contact:

Jamie Levy President and Chief Executive Officer (416) 640-2934 (416) 567-2440 jlevy@genmining.com

Forward-Looking Information

This news release includes certain information that may be deemed "forward-looking information" under applicable securities laws. All statements in this release, other than statements of historical facts, that address timing and completion of the Offering and events or developments that the Company expects is forward-looking information. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the results of the Company's due diligence investigations, market prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions.

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