Generation Mining Closes “Bought Deal ” Public Offering and Concurrent Private Placement for Gross Proceeds of $240 Million
Generation Mining Closes “Bought Deal ” Public Offering and
Concurrent Private Placement for Gross Proceeds of $240 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – September 21, 2026 – Further to its news release dated September 14, 2026,
Generation Mining Limited (TSX: GENM) (OTCQB: GENMF) ( “Generation” or the “Company”) is
pleased to announce the closing of its prospectus offering (the “Public Offering”) and concurrent
private placement with Canada Growth Fund Inc. (“CGF”) (the “Concurrent Private Placement”) of
common shares of the Company (the “Shares”) for aggregate gross proceeds of $240 million.
The Public Offering was completed on a “bought deal” basis pursuant to the terms of an underwriting
agreement (the “Underwriting Agreement”) dated September 16, 2026, among the Company and a
syndicate of underwriters including BMO Capital Markets, as lead underwriter and sole bookrunner,
together with TD Securities Inc., Haywood Securities Inc., Jett Capital Advisors, LLC, Stifel Canada,
ING Bank N.V., Velocity Trade Capital Ltd. and Ventum Financial Corp. (collectively, the
“Underwriters”). Pursuant to the terms of the Public Offering, the Company issued an aggregate of
312,500,000 Shares at a price of $0.64 per Share (the “Offering Price”) for aggregate gross proceeds
of $200 million.
The Concurrent Private Placement was completed pursuant to the terms of a subscription
agreement dated September 16, 2026, between the Company and CGF, pursuant to which the
Company issued an aggregate of 62,500,000 Shares to CGF at the Offering Price for gross proceeds
of $40 million. CGF also acquired 76,450,000 Shares pursuant to the Public Offering for gross
proceeds of approximately $49 million.
The net proceeds from the Public Offering and Concurrent Private Placement are expected to be
used by the Company to fund the development, construction and operation of the Company’s 100%-
owned Marathon Copper-Palladium Project (the “Marathon Project”), and associated general and
administrative and financing costs, all as more particularly described in the prospectus supplement
(the “Prospectus Supplement”) of the Company dated September 16, 2026, and filed in each of the
provinces and territories of Canada. The Shares issued pursuant to the Public Offering in Canada
were qualified for distribution pursuant to the Prospectus Supplement and a short form base shelf
prospectus (the “Base Shelf Prospectus”) dated February 24, 2026. The Prospectus Supplement,
Base Shelf Prospectus, and the documents incorporated by reference therein, are available under
the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
In connection with the Public Offering, the Underwriters received a cash commission equal to 5.0%
of the gross proceeds from the sale of the Shares (reduced to 3.0% for the gross proceeds in respect
of sales to certain investors on a president ’s list). No commission was paid to the Underwriters in
connection with CGF’s investment.
The Public Offering and the Concurrent Private Placement remain subject to final approval of the
Toronto Stock Exchange (the “TSX”).
Concurrent with the closing of the Offering and the Concurrent Private Placement, the Company and
CGF entered into an investor rights agreement providing CGF, among other things, 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. The Company also entered into an o fftake
agreement with Glencore AG, 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 ’s
Horne smelter in Rouyn -Noranda, Québec (Canada’s only copper smelter) as well as Glencore ’s
CCR refinery and further domestic value-added processing.
Certain directors of the Company (each, an “Insider”) purchased an aggregate of 468,750 Shares
pursuant to the Public Offering. Each purchase by an Insider was considered to be a “related party
transaction” for the purposes of 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 and minority shareholder approval in connection with the Insiders ’
participation in the Public Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair
market value of the transaction, insofar as it involve d interested parties, was not more than 25% of
the Company’s market capitalization. The Company did not file a material change report more than
21 days before the expected closing date of the Public Offering as the participation of the Insiders in
the Public Offering had not been confirmed at that time.
CGF-Related Disclosure Required under the Early Warning System
Immediately prior to the Public Offering and the Concurrent Private Placement, CGF did not own or
control, directly or indirectly, any securities of Generation.
Immediately after the completion of the Public Offering and the Concurrent Private Placement, CGF
has ownership and control over 138,950,000 Shares, representing approximately 19. 9% of the
issued and outstanding Shares on a non-diluted basis.
CGF acquired the Shares for investment purposes and not with a view to materially affecting control
of Generation. Depending upon market conditions and other factors, including pursuant to certain
rights granted to CGF under the investor rights agreement dated as of September 21, 2026 entered
into between CGF and Generation, CGF may, from time to time, acquire or dispose of additional
securities of Generation, in the open market, by private agreement or otherwise, or acquire interests
in or enter into related financial instruments involving a security of Generation.
This portion of this news release is being issued pursuant to National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues . A copy of CGF’s early
warning report with respect to the Public Offering and the Concurrent Private Placement will be filed
on SEDAR+ (www.sedarplus.ca) promptly, and, in any event, within two business days from the date
hereof. For more information or to obtain a copy of the report, please contact Mathieu St -Amand,
Senior Manager, Public Relations and Government Affairs, Canada Growth Fund Investment
Management, at +1 (514) 925-1500. CGF has a registered office located at 79 Wellington Street West,
Suite 3000, Toronto, Ontario, M5K 1N2.
The head office of the Company is located at 100 King Street West, Suite 7010, Toronto, Ontario M5X
1B1.
The securities offered pursuant to the Public Offering have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities
laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United
States persons absent registration or any applicable exemption from the registration requirements
of the U.S. Securities Act and applicable U.S. State Securities Laws.
Qualified Person
The scientific and technical content of this news release has been reviewed and approved by Daniel
Janusauskas, P.Eng., 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 Limited
Generation Mining ’s (TSX: GENM) focus is the development of the Marathon Project, a large
undeveloped copper -palladium deposit in Northwestern Ontario. The Feasibility Study (the
“Technical Report ”) with an effective date of November 1, 2024, estimated a Net Present Value
(using a 6% discount rate) of $1.07 billion, an Internal Rate of Return of 28%, and a 1.9-year payback
based on the 3-yr 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 lbs. of copper, 488,000 ounces of platinum, 160,000 ounces of gold
and 3,051,000 ounces of silve r 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 at www.sedarplus.ca and
available on the Company’s website at https://genmining.com/projects/feasibility-study/.
For further information, please contact:
Jamie Levy
President and Chief Executive Officer
(416) 640-2934 (O)
(416) 567-2440 (M)
[email protected] or [email protected]
Forward-Looking Information
This news release contains certain forward-looking information and forward-looking statements, as
defined in applicable securities laws (collectively referred to herein as “forward-looking
statements”). Forward-looking statements reflect current expectations or beliefs regarding future
events or the Company’s future performance. All statements other than statements of historical fact
are forward-looking statements. Often, but not always, forward-looking statements can be identified
by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”,
“continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or
variations of, or the negatives of, such words and phrases or state that certain actions, events or
results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved,
including statements relating to the proposed use of proceeds of the Public Offering and Concurrent
Private Placement, receipt of all final regulatory approvals in connection with the Public Offering and
the Concurrent Private Placement ; the timing of the commencement of construction and the
anticipated advancement of the Company’s Marathon Project.
Although the Company believes that the expectations expressed in such forward-looking statements
are based on reasonable assumptions, such statements are not guarantees of future performance
and actual results or developments may differ materially from tho se in the statements. There are
certain factors that could cause actual results to differ materially from those in the forward -looking
information. These include timing for a construction decision; the progress of development at the
Marathon Project, inclu ding progress of project expenditures and contracting processes, the
Company’s plans and expectations with respect to liquidity management, continued availability of
capital and financing, the future prices of palladium, copper and other commodities, permitting
timelines, exchange rates and currency fluctuations, increases in costs, requirements for additional
capital, and the Company ’s decisions with respect to capital allocation, inflation, global supply
chain disruptions, global conflicts, the project schedule for the Marathon Project, key inputs, staffing
and contractors, continued availability of capital and financing, uncertainties involved in interpreting
geological data and the accuracy of mineral reserve and resource estimates, environmental
compliance and changes in environmental legislation and regulation, the Company ’s relationships
with Indigenous communities, results from planned exploration and drilling activities, local access
conditions for drilling, and general economic, market or business conditions, as well as those risk
factors set out in the Company ’s annual information form for the year ended December 31, 202 5,
and in the continuous disclosure documents filed by the Company on SEDAR+
at www.sedarplus.ca.
Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect
forward-looking statements. Accordingly, readers should not place undue reliance on forward -
looking statements. The forward-looking statements in this news release speak only as of the date of
this news release or as of the date or dates specified in such statements. 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. For more information on
the Company, investors are encouraged to review the Company ’s public filings on SEDAR+
at www.sedarplus.ca.