Generation Mining Closes C$15 Million Bought Deal Financing

Generation Mining Limited (TSX:GENM) ("Gen Mining" or the "Company") is pleased to announce that it has closed its previously-announced “bought deal” public offering that consisted of (i) 42,858,000 units (the “Units”) in the capital of the Company at a price of C$0.28 per Unit, and (ii) 9,678,000 flow-through units (the “FT Units” and together with the Units, the “Offered Securities”) in the capital of the Company at a price of C$0.32 per FT Unit for aggregate gross proceeds to the Company of C$15,097,200 (the “Offering”). The Offering included a lead order of C$5,000,000 of Units from Wheaton Precious Metals Corp. and participation by existing shareholders. Haywood Securities Inc. acted as sole underwriter and bookrunner in connection with the Offering.

Each Unit consisted of one common share (a “Common Share”) in the capital of the Company and one-fifth (1/5) of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each FT Unit consisted of one Common Share that will qualify as a “flow-through share” within the meaning of subsection 66(15) the Income Tax Act (Canada) (the “Tax Act”) and one-fifth (1/5) of one Warrant. Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at a price per Warrant Share of C$0.50 for a period of 36 months from the closing date of the Offering.

The Company will use the net proceeds from the sale of the Units for the development of the Company’s Marathon Palladium-Copper Project and for working capital and general corporate purposes. The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible “Canadian Exploration Expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Tax Act and "eligible Ontario exploration expenditures" as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) (the "Qualifying Expenditures") related to the Company's Marathon Palladium-Copper Project in Ontario, on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2023.

The Offered Securities were offered by way of a short form prospectus dated November 16, 2023, filed in all provinces of Canada, except Québec.

In connection with the Offering, Mr. Levy, a director and officer of the Company, acquired 500,000 Units and 280,500 FT Units; Mr. Anwyll, an officer of the Company, acquired 178,570 Units; Mr. Walford, a director of the Company, acquired 89,285 Units and 78,125 FT Units; and Mr. Reford, a director of the Company, acquired 32,000 FT Units (collectively, Messrs. Levy, Anwyll, Walford, and Reford are “Insiders”). Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report was not filed in connection with the participation of Insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company deems is reasonable in the circumstances so as to be able to complete the Offering in an expeditious manner.