Mr. Jamie Levy reports

GENERATION MINING SECURES FULL PROJECT FINANCING TO BUILD CANADA'S NEXT CRITICAL MINERALS MINE

Generation Mining Ltd. has secured $340-million, representing the final financing component required to complete the fully financed construction package for its 100-per-cent-owned Marathon copper-palladium project, located near Marathon in Northwestern Ontario, Canada, including anchor investments of approximately $140-million from Canada Growth Fund (CGF) and $50-million from Canada Infrastructure Bank (CIB).

With the final financing now in place, together with the previously announced senior secured debt, subordinated debt, undrawn portion of the metal stream and estimated equipment leasing, Generation has arranged the financing required for construction of the Marathon project.

Highlights of the final financing are as follows:

• Bought deal financing of $200-million, of which an aggregate of approximately $100-million was committed to by CGF, Wheaton Precious Metals and Glencore Canada Corp.;
• Private placement of $40-million by CGF;
• Subordinated unsecured convertible note of $100-million pursuant to the following allocations: $50-million by CGF; and $50-million by CIB.

In addition to the final financing, the company and Glencore AG have agreed to terms with respect to a copper and metal supply contract, pursuant to which Glencore AG agreed to purchase polymetallic copper concentrate containing copper, palladium, platinum, gold and silver produced at the Marathon project. The concentrate will support domestic value-added processing at Glencore Canada's Horne smelter in Rouyn-Noranda, Que. (Canada's only copper smelter), as well as Glencore Canada's CCR refinery and further domestic value-added processing.

Taken together, the final financing and the previously announced financings (see news releases dated June 17, 2026, June 22, 2026, and March 31, 2022) represent a fully financed construction package of approximately $1.3-billion. The board is expected to convene and make a final investment decision following the completion of all financings comprising the final financing.

The bought deal financing, private placement, note financing and previously announced financings remain subject, where applicable, to shareholder, stock exchange and other required regulatory approvals, execution of definitive documentation, intercreditor agreements, and satisfaction of customary conditions precedent.

The fully financed construction package incorporates a $185-million cost overrun facility for the benefit of the senior lenders, of which $95-million will be financed under the final financing, and $90-million, of which will be financed under the previously announced CIB subordinated debt facility (see news release dated June 22, 2026). This is in addition to the $119-million contingency portion of the capital costs to build the mine. The fully financed construction package also includes surety bonds for closure and fisheries offset commitments, as well as letters of credit totaling $78-million.

Jamie Levy, president and chief executive officer, stated: "Today is a landmark day for Generation Mining. With the final funding now secured, we have completed a fully financed construction package for the Marathon project. This important milestone was made possible by the complementary tools put in place by the government of Canada to help complete the project's financing stack, with CGF providing equity financing and CIB providing debt financing. With financing now complete, we are thrilled to begin early works construction in Q4 2026 and move the Marathon project toward production as Canada's next major producer of copper and palladium."

Brian Jennings, chief financial officer, stated: "To assemble project capital totalling approximately $1.3-billion for a company of our size is a significant accomplishment. This could not have been done without the support of CGF, CIB, Wheaton Precious Metals, Glencore, senior lenders, our equity partners and advisers. This project will be a generational asset for our shareholders and for Canada's critical minerals sector, and I want to sincerely thank everyone involved."

"CGF was established to unlock strategic projects across Canada by deploying capital through specialized financial instruments that mobilize private investment into strategically important assets," said Yannick Beaudoin, president and chief executive officer of Canada Growth Fund Investment Management Inc. (CGFIM). "Building on its investment expertise, CGFIM has helped support the Marathon project and is advancing a new Canadian source of copper and palladium, strengthening critical minerals supply chains and supporting long-term economic growth."

Ehren Cory, chief executive officer of the Canada Infrastructure Bank, shared: "The Marathon project will help build a resilient, made-in-Canada supply chain for the critical minerals that power our clean economy. We are pleased to make our first investment in Ontario's critical minerals sector and we look forward to seeing construction get under way."

Details of the final financing and offtake agreement summarized above are as follows.

Bought deal financing

In connection with the bought deal financing, the company entered into an agreement with BMO Capital Markets as sole bookrunner on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 312.5 million common shares of the company at a price of 64 cents per common share for gross proceeds of $200-million. The bought deal financing is expected to close on or about Sept. 21, 2026, and is subject to the company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

The company intends to use the net proceeds from the bought deal financing (and the private placement and note financing) to finance the development, construction and operation of the Marathon project, and associated general and administrative and financing costs.

The common shares to be issued pursuant to the bought deal financing will be offered: (i) in each of the provinces and territories of Canada, except Quebec and Nunavut, by way of a prospectus supplement to the company's short form base shelf prospectus dated Feb. 24, 2026, which prospectus supplement will be filed with the securities commissions within two business days; (ii) in the United States or to or for the account or benefit of U.S. persons as defined by Regulation S under the United States Securities Act of 1933, as amended, by way of private placement pursuant to the exemption from registration provided for under Section 4(a)(2) of the U.S. Securities Act and the applicable securities laws of any state of the United States; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the company and the underwriters on a private placement or equivalent basis.

Access to the prospectus supplement, the base shelf prospectus and any amendment to such documents is provided in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is, and the prospectus supplement will be (within two business days from the date hereof), accessible on SEDAR+. An electronic or paper copy of the prospectus supplement, base shelf prospectus and any amendment to such documents may be obtained, without charge, by contacting BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre, care of The Data Group of Companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, by telephone at 905-791-3151, extension 4312, or by e-mail at torbramwarehouse@datagroup.ca.

Private placement

CGF provided the company with an equity commitment letter, whereby it agreed to subscribe through a subsidiary, on a private placement basis, for common shares and convertible notes, subject to certain conditions. Pursuant to the private placement, the company will issue an aggregate 62.5 million common shares at a price of 64 cents per common share, for gross proceeds of $40-million. The closing of the subscription by CGF shall occur immediately following the issuance of the common shares pursuant to the bought deal financing, and remains subject to the approval of the Toronto Stock Exchange.

As a condition to the completion of the equity investment by CGF, the company and CGF have agreed to enter into an investor rights agreement providing CGF with certain board nomination and observer rights, registration rights, as well as pre-emptive and top-up rights in connection with future offerings and certain dilutive events, in each case subject to CGF maintaining specified ownership thresholds in the company.

Convertible note

The convertible notes were priced at a 40-per-cent conversion premium to the bought deal financing and private placement pricing, carry an interest rate of 9 per cent per annum payable semi-annually, and have a term ending on the earlier of: (a) 11 years from issuance; and (b) where the senior debt facility and CIB subordinated facility have been repaid or refinanced in full, the later of seven years from issuance and 12 months following such repayment or refinancing.

The convertible notes have an optional conversion right in favour of the company if at any time after the third anniversary of issuance of the convertible notes the last reported sale price of Generation for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date Generation provides notice of the early conversion exceeds 130 per cent of the conversion price. Interest may be paid in cash or, subject to the distribution conditions of the company's project finance facilities, on a payment-in-kind (PIK) basis.

The convertible notes are unsecured, subordinated obligations of Generation and are convertible into common shares, subject to a 19.9-per-cent beneficial ownership limitation per noteholder.

Completion of the note financing is subject to specified shareholder approvals in accordance with applicable regulatory requirements, including the TSX. The company anticipates convening a special shareholder meeting scheduled for Q4 (fourth quarter) 2026 in which such shareholder approvals will be sought.

Offtake agreement

The terms of the offtake agreement provide that upon the date of first commercial production at the Marathon project and continuing for the life-of-mine, subject to a minimum contractual term of 14 years commencing Sept. 1, 2028, Glencore AG will buy 100 per cent of concentrate production in the first two calendar years following first commercial production and from year 13 of the contract onward. In the intervening years, Glencore AG is entitled to receive approximately 50 per cent of annual mine production pursuant to an agreed annual scheduling mechanism that accommodates the company's other offtake commitments.

Advisers

BMO Capital Markets is acting as sole bookrunner on the bought deal and Endeavour Financial is acting as project financing adviser to the company. Cassels Brock & Blackwell LLP and A&O Shearman and are acting as legal advisers to the company for the equity and project financing of the Marathon project. Norton Rose Fulbright Canada LLP is acting as legal adviser to CGF, CGFIM and CIB. Miller Thomson LLP is acting as legal adviser for the underwriters.

Qualified person

The scientific and technical content of this news release has been reviewed and approved by Daniel Janusauskas, PEng, technical services manager of Generation PGM, and a qualified person as defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Generation Mining Ltd.

Generation Mining's focus is the development of the Marathon project, a large undeveloped copper-palladium deposit in Northwestern Ontario. The feasibility study with an effective date of Nov. 1, 2024, estimated a net present value (using a discount rate of 6 per cnet) of $1.07-billion, an internal rate of return of 28 per cent and a 1.9-year payback based on the three-year trailing average metal prices at the effective date of the technical report. Over the anticipated 13-year mine life, the Marathon project is expected to produce approximately: 2,161,000 ounces of palladium, 532 million pounds of copper, 488,000 ounces of platinum, 160,000 ounces of gold and 3,051,000 ounces of silver in payable metals. These production estimates and economic projections are forward-looking statements subject to risks and uncertainties. For more information, please review the technical report filed under the company's profile on SEDAR+ and available on the company's website.

About Canada Growth Fund

CGF is a $15-billion arm's-length investment vehicle designed to attract private capital to build Canada's clean economy. It uses investment instruments that absorb certain risks to catalyze private investment in low-carbon projects, technologies, businesses and supply chains.

About Canada Growth Fund Investment Management

In budget 2023, the government of Canada appointed PSP Investments, through a wholly owned subsidiary, to act as the asset manager for CGF. CGFIM serves as the independent and exclusive asset manager for CGF.

About Canada Infrastructure Bank

CIB is an impact investor developing the next generation of infrastructure Canadians need. CIB brings business, investors, indigenous communities and government together to help deliver outcomes like sustainable economic growth, energy security and competitiveness. CIB has invested more than $19-billion towards 115 projects, 17 of which are now complete and supporting economic growth and jobs nationwide.

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