Generation Mining: Second Quarter Report - Jun 30, 2025 MDA

The following is Management's Discussion and Analysis ("MD&A") of the unaudited condensed interim consolidated financial statements of operations of Generation Mining Limited and its wholly-owned subsidiary (together "Generation" or the "Company") for the three and six months ended June 30, 2025. This MD&A should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended June 30, 2025 and 2024, and notes thereto (the "Interim Financial Statements"), and the audited consolidated financial statements for the years ended December 31, 2024 and 2023 and notes thereto, prepared in accordance with International Financial Reporting Standards ("IFRS").

This MD&A is prepared by management and approved by the Board of Directors as of August 14, 2025. All figures are in Canadian dollars unless stated otherwise. Additional information relevant to the Company's activities can be found on SEDAR at https://www.sedar.com.

This MD&A contains forward-looking statements. All statements in this discussion, other than statements of historical fact, that address future exploration and development activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes 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 those in the forward-looking statements. Forward-looking statements should be read in conjunction with the risk factors described in the "Risk Factors" and "Cautionary Note Regarding Forward Looking Information" sections at the end of this MD&A and as described in the Company's Annual Information Form ("AIF") for the year ended December 31, 2024.

Readers are referred to the NI 43-101 technical report for the Marathon Project entitled "Marathon Copper-Palladium Project - Feasibility Study Report Update", dated March 28, 2025, with an effective date of November 1, 2024 (the "2025 FS" or the "Feasibility Study"). Readers are encouraged to review the full text of the Feasibility Study, available for review on the Company's website https://www.genmining.com and under the Company's profile at https://www.sedarplus.ca. The Feasibility Study supports the scientific and technical information set out in this MD&A, and supersedes the Company's previous technical report and Feasibility Study filed on May 31, 2024.

Scientific and technical information contained in this MD&A relating to Mineral Resources and exploration results was reviewed and approved by Chanelle Boucher, P.Geo., Senior Geologist of Generation PGM Inc., a wholly-owned subsidiary of the Company, and all other scientific and technical information relating to the 2025 FS was reviewed and approved by Daniel Janusauskas, P.Eng., Technical Services Manager of Generation PGM Inc., each a "Qualified Person" under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

All dollar amounts are in Canadian dollars unless otherwise stated. All references to "Mlbs" are to millions of pounds, and "Moz" are to millions of troy ounces and "koz" are to thousands of troy ounces. Certain non-IFRS measures are included in this MD&A and are discussed in the Non-IFRS Measures section of this MD&A.

CONTENTS

BUSINESS OVERVIEW 4

YEAR TO DATE HIGHLIGHTS 4

OUTLOOK 5

UPDATED FEASIBILITY STUDY - MARATHON PROJECT 5

Highlights 6

Economic Analysis 6

Sensitivities 7

Capital Costs 9

Operating Costs 10

Mine Plan 10

Mineral Resources 11

Mineral Reserves 12

Qualified Persons 12

CORPORATE, PROJECT AND UPDATES 13

Detailed Engineering 13

Early Procurements 13

Environment, Permitting and Community 14

Project Financing 15

Investments in Associate… 17

RESULTS FROM OPERATIONS 18

SUMMARY OF QUARTERLY RESULTS 21

FINANCIAL POSITION 22

LIQUIDITY AND GOING CONCERN UNCERTAINTY 23

CAPITAL RESOURCES 25

MARATHON PROPERTY ACQUISITION 25

OTHER MINERAL PROPERTIES 26

RELATED PARTY TRANSACTIONS 26

OUTSTANDING SECURITY DATA 26

FINANCIAL RISK MANAGEMENT 30

OFF-BALANCE SHEET ARRANGEMENTS 32

DIVIDENDS 32

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 32

ACCOUNTING POLICIES AND BASIS OF PRESENTATION 32

NON-IFRS MEASURES 32

RECENT ACCOUNTING PRONOUNCEMENTS 33

INTERNAL CONTROL OVER FINANCIAL REPORTING 34

DISCLOSURE CONTROLS AND PROCEDURES 34

LIMITATIONS OF CONTROLS AND PROCEDURES 34

RISKS AND UNCERTAINTIES 34

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 36

INFORMATION CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES 37

BUSINESS OVERVIEW

The Company was incorporated under the Business Corporations Act (Ontario) on January 11, 2018. Its registered office is located at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1. The Company's common shares trade on the Toronto Stock Exchange (the "TSX") under the symbol GENM and the OTCQB Venture Market (the "OTCQB") under the symbol GENMF. The Company is an exploration and development stage company primarily focused on the development and construction of the Marathon Palladium and Copper project located in Marathon, Ontario Canada (the "Marathon Property" or "Marathon Project" or the "Project"), a large undeveloped platinum group metal and copper mineral deposit in Northwestern Ontario, Canada. The Marathon Project is 100% owned by Generation PGM Inc. ("Generation PGM"), a wholly-owned subsidiary of Generation.

Comparable to many exploration and early-stage development companies, the Company relies on financing to fund its exploration, development and acquisition activities. The Company had a working capital surplus of $10,465,542 at June 30, 2025 (December 31, 2024 surplus - $3,045,105); had not yet achieved profitable operations; had accumulated losses of $141,956,120 at June 30, 2025; (December 31, 2024 - $136,208,661); and expects to incur further losses in the development of its business. The Company does not have adequate cash resources to fund its operations over the next twelve months and will require additional financing in order to conduct its planned work programs on its mineral properties, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. There can be no certainty as to the ability of the Company to raise sufficient additional financing in order to continue to operate, and accordingly, there is a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

YEAR TO DATE HIGHLIGHTS

• On March, 28 2025, the Company filed a Feasibility Study which underscores the robustness of the Marathon Project with an after-tax NPV6% of $1.07 billion, IRR of 28%, and a 1.9-year payback period based on the 3-yr trailing average metal prices as of November 1, 2024. See 2025 Feasibility Study, below, for further details.

• On May 20, 2025, Ms. Rebecca Hudson joined the Company's Board of Directors and was also appointed the independent Chair of the Audit Committee. Ms. Hudson is a Chartered Professional Accountant with over 25 years' experience in accounting and financial reporting, corporate finance, risk management, financial audit and corporate governance.

• On May 22, 2025, the Company received the final key permit required for the construction of the Marathon Project. The Marathon Project is now a shovel ready strategic mineral project located in Northern Ontario.

• On May 23, 2025, Generation announced receipt of a support letter from a leading Canadian financial institution stating its interest to provide up to $200 million in a new long-term credit facility for the Marathon Project, which would be in addition to the senior secured project finance facility to be arranged with the mandated senior lenders.

• On June 6, 2025, the Province of Ontario in an open letter to the federal Minister of Energy and Natural Resources identified the Marathon Project as a priority project for Ontario and urged the federal government to invest in shovel-ready strategic mineral projects that are critical to building a secure, domestic supply chain.

• On June 24, 2025, Generation completed a private placement for aggregate gross proceeds of approximately $11.5 million. The Offering was conducted by a syndicate of underwriters led by Stifel Nicolaus Canada Inc., and including Haywood Securities Inc., and consisted of the sale of 31,082,200 Units at a price of $0.37 per Unit. Each Unit comprised of one common share in the capital of the Company and one-half (½) of one common share purchase warrant.

• On July 15, 2025, Mr. Kyle Kuntz joined the Company's Board of Directors and was also appointed the independent Chair of the Technical Committee. Mr. Kuntz is a mining project executive with over a decade of experience leading large-scale mining developments across North America. He currently holds the position of Vice President, Projects at Equinox Gold Corp.

  OUTLOOK

  The Company intends to continue to advance the development of the Marathon Project. Key milestones and areas of focus over the next twelve months will include the following:

• Continue to maintain permit compliance that is critical to allow for the construction phase,

• Advance project financing required to develop the Marathon Project,

• Conduct a third-party technical study on the property, and

• Subject to obtaining project financing (as discussed elsewhere in this MD&A) and formal Board approval, commence construction of the Project.

  2025 FEASIBILITY STUDY

  Highlights

• Robust Base Case economics1: An after-tax NPV6% of $1.07 billion, IRR of 28%, and a 1.9-year payback period based on the 3-yr trailing average metal prices at the effective date2

• Strong critical mineral production during pre-production and the first three years of commercial operation: 151 Mlbs of payable copper, 720 koz of payable palladium and 156 koz of platinum

• Initial Capital: C$992 million3

• Attractive AISC: Life of mine ("LOM") all-in sustaining costs ("AISC") of US$2.05/CuEq lb or US$781/PdEq oz4

• At recent long-term consensus prices2: An after-tax NPV6% of $876 million, IRR of 24%, and a 2.2-year payback period, with 41% of payable metal revenues attributable to copper and 41% attributable to palladium

• At recent spot prices: An after-tax NPV6% of $749 million, IRR of 21%, and a 2.4-year payback period, with 44% of payable metal revenues attributable to copper and 37% attributable to palladium.

• Average annual payable metals: 42 Mlbs copper, 168 koz palladium, 38 koz platinum, 12 koz gold and 240 koz silver over approximately 13 years of mine life

  ‌1 Unless otherwise noted, the economic analysis includes the impact of the Wheaton PMPA

  ‌2 See Economic Analysis, below, for metal price and exchange rate assumptions

  ‌3 See Non-IFRS Financial Measures, below, for additional information on Initial Capital, AISC, PdEq and CuEq.

  ‌4 See Non-IFRS Financial Measures, below, for additional information on Initial Capital, AISC, PdEq and CuEq.

• Jobs: Creation of over 800 jobs during construction and over 400 direct permanent jobs during operations

• The Next Critical Mineral, Shovel-Ready Project: Fully Permitted for Construction.

  The 2025 FS incorporates the results of the Project optimization work reported by the Company in a news release entitled "Generation Completes Optimization Work for the Marathon Project with Improved Mine Plan and Reduced Capex" issued on November 20, 2024, which focused on two key aspects:

  1. Optimization of the mine plan to maximize metal production and defer waste stripping in the early years of operations in order to improve early cash flows and reduce the payback period ("Mine Plan Optimization"); and

  2. Optimization of the process plant design and layout, including sizing of key equipment, plant footprint and foundations, in order to reduce the initial Project capital costs ("Initial Capital Optimization", and together with the Mine Plan Optimization, the "Optimization Work").

The Optimization Work has now been further updated to incorporate changes to Mineral Resources, Mineral Reserves, the Life-of-Mine (LOM) mining plan, and operating and capital costs, using the same metal price assumptions which formed the basis of the November 20, 2024 news release.

The 2025 FS was prepared by Ausenco Engineering Canada ULC ("Ausenco"), along with contributions from Moose Mountain Technical Services ("MMTS"), Knight Piésold Ltd. ("KP"), P&E Mining Consultants Inc. ("P&E"), and JDS Energy and Mining, Inc ("JDS").

The 2025 FS outlines the operation of an open pit mine and processing plant over a mine life of 12.5 years.

Economic Analysis

The updated Feasibility Study underscores the continued economic robustness of the Marathon Project with an after-tax NPV6% of $1.07 billion, IRR of 28%, and 1.9-year payback period based on the 3-yr trailing average metal prices as of November 1, 2024.

The following table presents the key outputs of the economic analysis for the 2025 FS using 3-year trailing average metal prices, together with the same analysis performed using spot and consensus metal prices, and foreign exchange rate assumptions:

Sensitivities

The Project has significant leverage to palladium and copper prices. The after-tax valuation sensitivities for the key metrics are shown below.

The initial capital costs for construction and ramp-up, together with expected sustaining capital and closure costs, are presented in the table below:

Notes:

1. Mobile equipment acquired for construction is presented as the cost of equipment deposits and lease payments during the construction and pre-production period. The remainder of the equipment leasing costs are incurred during operations and included in sustaining capital.

2. Revenue net of related off-site costs (transport, smelter, and royalties) and working capital adjustments. See Economic Analysis, above, for additional information on the metal price assumptions used in the 2025 FS.

The Project operating costs have been updated and are reflected in the table below.

Notes:

(a) Mining cost per tonne mined is C$3.49/t.

(b) All-in sustaining cost excludes the impact of the Wheaton PMPA.

(c) See Non-IFRS Financial Measures, below, for additional information on Operating Costs, AISC, PdEq and CuEq.

The life-of-mine plan has been updated and the production details are summarized in the table below.

The Mineral Resource Estimate below is for the combined Marathon, Geordie, and Sally Deposits. The Mineral Resource Estimates for Marathon, Geordie, and Sally were prepared by P&E.

Notes:

1. Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.

2. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Mineral Resources are reported inclusive of Mineral Reserves.

3. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

4. The Marathon Mineral Resource is reported within a constrained pit shell at a NSR cut-off grade of $13.6/t.

5. Marathon NSR ($/t) = (Cu % x 111.49) + (Ag g/t x 0.73) + (Au g/t x 80.18) + (Pd g/t x 56.02) +(Pt g/t x 36.49) - 2.66

6. The Marathon Mineral Resource Estimate was based on metal prices of US$1,550/oz Pd, US$4.250/lb Cu, US$1,100/oz Pt, US$2,300/oz Au and US$27/oz Ag, and a C$:US$ exchange rate of C$1.35 to US$1.00.

7. The Sally and Geordie mineral resources are reported within a constraining pit shell at a NSR cut-off grade of $13/t.

8. Sally and Geordie NSR ($/t) = (Ag g/t x 0.48) + (Au g/t x 42.14) + (Cu % x 73.27) + (Pd g/t x 50.50) + (Pt g/t x 25.07) - 2.62

9. The Sally and Geordie Mineral Resource Estimate was based on metal prices of US$1,600/oz Pd, US$3.00/lb Cu, US$900/oz Pt, US$1,500/oz Au and US$18/oz Ag, and a C$:US$ exchange rate of 1.30 C$ to 1.00 US$.

10. Contained metal totals may differ due to rounding.

    Mineral Reserves

    The Mineral Reserve estimate for the Project includes only the Marathon Deposit. The Mineral Reserve Estimate was prepared by MMTS.

    Marathon Project Open Pit Mineral Reserve Estimates (Effective Date of November 1, 2024)

    Mineral Reserves	Tonnes	Pd		Cu		Pt		Au		Ag
    	Mt	g/t	koz	%	M lb	g/t	koz	g/t	koz	g/t	koz
    Proven	115.5	0.66	2,434	0.22	549	0.20	754	0.07	264	1.7	6,242
    Probable	12.7	0.47	193	0.20	56	0.15	61	0.06	26	1.6	635
    P & P	128.3	0.64	2,627	0.21	605	0.20	815	0.07	291	1.8	6,877

    Notes:

    1. The mineral reserves estimate was prepared by Marc Schulte, P.Eng., who is also an independent Qualified Person, reported using the 2014 CIM Definition Standards, and has an effective date of November 1, 2024.

    2. Mineral reserves are a subset of the Measured and Indicated Mineral Resources Estimate that has an effective date of November 1, 2024. Inferred class Mineral Resources are treated as waste.

    3. Mineral Reserves are based on the 2024 Marathon Project Feasibility Study Update mine plan.

    4. Mineral Reserves are mined tonnes and grade; the reference point is the process plant feed at the primary crusher. Process Plant feed tonnes and grade include consideration of mining operational dilution and recovery.

    5. Mineral Reserves are reported at a cut-off grade of $16/t NSR. The NSR cut-off assumes Pd Price of US$1,525/oz, Cu price of US$4.00/lb, Pt Price of US$950/oz, Au price of US$2,000/oz, Ag price of US$24/oz, at an exchange rate of 0.74 US dollar per

       1.00 Canadian dollar; payable percentages of 95% for Pd, 96.5% for Cu, 93% for Pt, 93.5% for Au, 93.5% for Ag; refining charges of US$24.5/oz for Pd, US$0.079/lb for Cu, US$24.5/oz for Pt, US$0.50/oz for Ag; minimum deductions of 2.875 g/t for Pd, 1.1% for Cu, 2.875 g/t for Pt, 1.0 g/t for Au, 30.0 g/t for Ag; treatment charges of US$79/t and transport and off-site costs of US$125/t concentrates, concentrate ratio of 90.9%; metallurgical recoveries are based on variable grade dependent metallurgical recovery curves.

    6. The NSR cut-off grade covers process costs of $8.27/t, general and administrative (G&A) costs of $2.63/t, sustaining and closure costs of $3.13/t, ore mining differential costs of $0.57/t, and stockpile rehandle costs of $1.40/t.

    7. Numbers have been rounded, which may result in summation differences. Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves (CIM (2014) definitions) were used for Mineral Reserve classification.

The 2025 FS was prepared through the collaboration of the following consulting firms and Qualified Persons within their primary area of responsibility:

CORPORATE AND PROJECT UPDATES

Late in the first quarter of 2023 and through 2024, the Company paused the detailed engineering and procurement services pending increased visibility regarding the timing associated with the receipt of permits required for commencement of construction and project financing.

Grinding Mills, Power Transformer, and Sub-Station

On August 8, 2022, Generation PGM entered into an agreement with Hycroft Mining Holding Corporation ("Hycroft"), for the purchase of an unused surplus SAG mill, ball mill and main sub-station and power transformers (the "Hycroft Equipment"). Due to a number of factors, the Company terminated its purchase of the Hycroft Equipment in 2024 and all associated security deposits were written off.

Construction Camp

On July 12, 2022, the Company announced that it had entered into an agreement with Valard Equipment LP ("Valard"), as subsequently amended, for the lease of a construction camp (the "Camp") located in Marathon, Ontario until December 31, 2025 (previously June 30, 2024) (the "Lease Term") and an option, exercisable at the Company's discretion, to purchase the Camp on or before the end of the Lease Term. The total remaining obligations as at June 30, 2025, including the monthly lease payments of $75,000 and the

purchase option of $730,000 due December 30, 2025, is $1,180,000. In connection with this agreement, the Company has also leased the existing serviced camp site from the Town of Marathon.

Environment, Permitting and Community

Environmental Approvals

The Marathon Project was assessed in accordance with the Canadian Environmental Assessment Act 2012 ("CEAA 2012") and Ontario's Environmental Assessment Act, 1990 ("EA Act") through a Joint Review Panel ("JRP") pursuant to the Canada-Ontario Agreement on Environmental Assessment Cooperation (2004). This was approved on November 30, 2022. Included in the EA approval, the federal and provincial governments included conditions ("EA Conditions") to be completed in the various phases of the Project. Further, with the approval of the EA, the Project proceeded to submit applications for the various permits that are required for construction, operation and closure.

To date, the Project has advanced on the following:

In August 2023, the Company received the Endangered Species Act permit ("ESA permit") issued by the Ministry of the Environment, Conservation and Parks ("MECP") for Caribou (Boreal population) ("caribou") and Little Brown Myotis, Northern Myotis and Tri-coloured Bats ("SAR bats"). The permit includes conditions intended to minimize impacts to caribou and SAR bats, as well as to create an overall benefit for these species at risk. The ESA permit conditions for caribou include off-site restoration of habitat, research initiatives, caribou population monitoring, and stewardship collaboration with Biigtigong Nishnaabeg ("BN") and other Indigenous communities. The ESA permit conditions related to SAR bats include construction of a bat hibernaculum, installation of roosting structures and monitoring.

In September 2023, the Company received the Environmental Compliance Approval ("ECA") issued by MECP for air and noise emissions related to the construction of the Project. The approval includes mitigation measures and monitoring requirements to be undertaken by the Project. Mitigation measures include controlling fugitive dust emissions and minimizing noise emissions during operations. An ambient air monitoring program was implemented to characterize background air quality prior to construction of the Project.

As an element of the EA Conditions, the Company agreed to obtain consent of Biigtigong Nishnaabeg ("BN") on the Closure Plan. In September 2023, the Company received consent from BN Chief and Council of the Closure Plan. The Closure Plan was submitted in September 2023 and was accepted and filed by the Ministry of Mines on November 6, 2023.

The Project has received the Permit to Remove in November 2023 which allows for the harvesting of trees on the site footprint.

In July 2024 the Company received approval from the federal government for amendments to Schedule 2 of the Metal and Diamond Mining Effluent Regulations ("Schedule 2"). Importantly, the approval allows for the construction of the tailings storage facility and water management structures required for the construction and operation of the Marathon Project. The regulatory amendment adding the specified Marathon Project water bodies and geographic areas encompassing water bodies to Schedule 2 was published in the Canada Gazette, Part II, on July 31, 2024.

In August 2024, the Company received the Fisheries Act Authorization ("FAA") for the Marathon Project. The FAA approves the Company's plan to avoid, mitigate and offset impacts to fish and fish habitat related to the development of the Marathon Project.

In February 2025, Generation completed the work associated with the aerial survey portion of the Endangered Species Act ("ESA") permit for the Boreal Woodland Caribou in the Lake Superior Coastal Range (the "Caribou Survey") as required by the amended ESA MECP permit. The completion of the Caribou Survey was a key portion of the amendment to the ESA permit and reflects the Company's commitment to environmental stewardship and aligns with the objectives established by MECP, Indigenous groups, and other stakeholders for the protection and management of Boreal Woodland Caribou in the Lake Superior Coastal Range. The survey included 5,500km of flight-lines via helicopter over the range extending from Terrace Bay to the Montreal River including the Slate Islands (which is a known location for the site of a translocated Caribou population), Michipicoten Island and other near shore islands, with biologists and trained spotters and key Indigenous community members.

In February 2025, Generation received the Permit to Take Water ("PTTW") for the construction phase of the Project from the MECP. In March 2025, Generation received four Lakes and Rivers Improvement Act ("LRIA") permits from the Ministry of Natural Resources ("MNR"). These permits are related to the construction of infrastructure associated with the water and tailings management structures for the Project.

On May 22, 2025, the Company received the Environmental Compliance Approval - Industrial Sewage Works (ECA-ISW) from the Ontario MECP for the management and discharge of water for the construction phase of the Marathon Project.

The ECA-ISW permit represents the final key permit required for the construction of the Marathon Project. The Marathon Project is now a shovel-ready strategic mineral project located in Northern Ontario.

Community Update

The Company and its predecessors have been engaged in consultation and discussion with several Indigenous communities and regional municipalities with respect to the Project since 2004. The Company, along with the identified communities, have developed constructive relationships through regular meetings and interactions to advance the development of the Project. The Company is striving to ensure these partnerships have mutually beneficial outcomes and anticipates strong and long-lasting relationships with these groups.

The Community Benefit Agreement ("CBA") between Generation PGM and Biigtigong Nishnaabeg, which was ratified through a BN membership vote completed on November 12, 2022, describes the benefits the BN community will receive from the Project and details how the Project's impacts on the community will be mitigated. It includes commitments from the Company regarding environmental management, employment, training and education, business opportunities, social and cultural support, and financial participation.

Project Financing

The Company appointed Endeavour Financial as its Financial Advisor to provide financial advisory services with respect to the development of the Marathon Project. Endeavour Financial, with offices in London, UK, George Town, Cayman Islands, and Vancouver, British Columbia, is a top mining financial advisory firm, with a record of success in the mining industry, specializing in arranging multi-sourced funding solutions for development-stage companies. The Endeavour Financial team has diverse experience in both natural resources and finance, including investment bankers, geologists, mining engineers, cash flow modelers and financiers.

Stream Financing

The Company and its 100%-owned subsidiary, Generation PGM, entered into a definitive Precious Metal Purchase Agreement ("PMPA") with Wheaton Precious Metals Corp. ("Wheaton") with respect to the Marathon Project dated January 26, 2022, which has subsequently been amended.

Pursuant to the PMPA, Wheaton will pay the Company total upfront cash consideration of $240,000,000,

$40,000,000 of which was paid ($20,000,000 on March 31, 2022 ("First Early Deposit") and $20,000,000 on September 7, 2022) on an early deposit basis prior to construction to be used for development of the Marathon Project. The remainder of $200,000,000 is payable in four staged instalments during construction (each a "Construction Payment"), subject to various customary conditions being satisfied. Generation Mining and its subsidiary, Generation PGM, have provided Wheaton a first ranking security interest over all their assets and various time sensitive performance guarantees relating to the development of the Project.

Under the PMPA, Wheaton will purchase 100% of the payable gold production until 150 thousand ounces ("koz") have been delivered, thereafter dropping to 67% of payable gold production for the life of the mine; and 22% of the payable platinum production until 120 koz have been delivered, thereafter dropping to 15% for the life of the mine.

Wheaton will make ongoing payments for the gold and platinum ounces delivered equal to 18% of the spot prices ("Production Payment") until the value of gold and platinum delivered less the Production Payment is equal to the upfront consideration of $240,000,000, at which point the Production Payment will increase to 22% of the spot price.

The term of the agreement is 20 years, renewable at Wheaton's election for an additional 10 years.

From the first anniversary date of the First Early Deposit until the first Construction Payment, the Company will be subject to a delay payment of 250 ounces of gold per month plus accrued interest ("Delay Ounce Balance"). At Generation PGM's election, the Delay Ounce Balance is payable in gold deliveries from operations or in cash. The full Delay Ounce Balance will be subject to early repayment if certain triggering events occur, including (a) events of default, (b) no Construction Payment has been advanced by March 31, 2027, (c) Completion (as defined in the PMPA) of the Marathon Project is not achieved within 4 years from the first Construction Payment, and (d) the date that is one year after Completion is achieved.

Senior Secured Facility

On May 2, 2023, the Company executed a mandate letter to arrange a senior secured project finance facility (the "Mandate") to fund the construction and development of the Marathon Project. A syndicate including Export Development Canada ("EDC"), together with ING Capital LLC ("ING") and Societe Generale S.A. ("Societe Generale"), will act as the Mandated Lead Arrangers ("MLAs"). The formal Mandate includes a non-binding indicative term sheet (the "Term Sheet") for a senior debt facility of up to US$400 million (the "Facility"). Closing of the Facility remains subject to completion of final due diligence in form and substance satisfactory to the MLAs, including technical, environmental, and metal market due diligence; negotiating an appropriate cost overrun facility; determining final debt capacity; final credit approvals and execution of definitive Facility documentation. The definitive Facility documentation will include customary project finance terms and conditions, as well as a comprehensive intercreditor agreement. Drawdowns under the Facility would be subject to customary conditions precedent.

In late July 2025, the Company restarted due diligence with the MLAs who have engaged an Independent Engineer, Independent Environmental and Social Consultant, and commissioned an Independent Market Report. The Mandate is scheduled to expire on November 1, 2025 unless extended by mutual agreement of the parties.

Other Debt

On May 23, 2025, the Company announced the receipt of a support letter from a leading Canadian financial institution stating its interest to provide up to $200 million in a new long-term credit facility for the Marathon Project, which would be in addition to the senior secured project finance facility note above.

On November 15, 2023, the Company entered into an agreement with Moon River Capital Ltd., now renamed Moon River Moly Ltd. ("Moon River") which is a company located in Toronto, Ontario, Canada. The Company sold its rights and interests in an agreement to acquire a 100% interest in the Davidson Property hosting a molybdenum-tungsten deposit for $630,000 in cash and 9 million common shares of Moon River ("MR Shares") valued at $0.25 for total proceeds of $2,880,000. As at June 30, 2025 and December 31, 2024, the Company held 27.3% of the issued and outstanding common shares of Moon River.

The MR Shares are subject to certain sale restrictions if Generation holds 10% or greater of the issued and outstanding common shares of Moon River. The sale restrictions are as follows: 1) Moon River will have the option to identify the buyer of the MR Shares until November 15, 2025, and 2) Generation will be restricted from open market sales based on certain historical daily volume averages of Moon River common shares. The MR Shares are also subject to TSX.V escrow conditions whereby the shares will be released from escrow as follows: 900,000 shares November 15, 2023 (released); 1,350,000 shares on each of May 15, 2024 (released), November 15, 2024 (released), May 15, 2025 (released), November 15, 2025, May 15, 2026, and November 15, 2026. Generation has appointed a director to the Board of Moon River and will have the right to maintain its pro rata equity interest for as long as it continues to hold greater than 10% of the issued and outstanding common shares.

As a result of Generation's 27.3% interest in Moon River as at November 15, 2023 and June 30, 2025, the Company has determined that it has significant influence over Moon River and has accounted for its investment as an Investment in Associate using the equity basis of accounting. The Company recorded a fair value of $2,200,000 for its investment upon initial recognition. Fair Value was estimated based on the Moon River share price of $0.25 for the financing completed concurrently with the closing, less transaction costs of $50,000.

Changes in the investment in associate for the period ended June 30, 2025, were as follows:

‌RESULTS FROM OPERATIONS

The following tables set forth financial information for the Company which has been summarized from and should be read in conjunction with the Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2025 and 2024, including the notes thereto.

Three Months Ended June 30, 2025, compared to 2024

The Company incurred a net loss of $5,312,684 or $0.02 per share for the three months June 30, 2025, compared to a net loss of $7,588,235 or $0.03 per share for the three months ended June 30, 2024. Changes in expenditure are primarily related to the following:

• Acquisition, exploration and evaluation expenses were $1,366,657 for the three months ended June 30, 2025, compared to $2,994,372 for the three months ended June 30, 2024. The decrease of

  $1,627,715 is primarily related to the following:

  • an increase of $407,588 of environmental assessment and community consultation expenses which was primarily related to the continued advancement of permitting and community agreements,

  • a decrease of $877,937 in engineering costs due to the Company pausing, engineering and procurement services pending increased visibility regarding the timing associated with the receipt of permits required for the commencement of construction and project financing, and

  • a decrease in exploration and site costs of $1,244,670 as a result of no exploration program in 2025 compared to an ongoing exploration program in 2024.

• Share-based compensation was $759,276 for the three months ended June 30, 2025, compared to

  $758,349 for the three months ended June 30, 2024. Share-based compensation is a non-cash item and fluctuates period to period depending on the number of equity awards vested during the period.

• Audit, legal and advisory fees were $18,197 for the three months ended June 30, 2025, compared to

  $75,059 for the three months ended June 30, 2024. The decrease of $56,862 is mainly the result of a decrease of project financing advisory and prospectus expenditures.

• Management and corporate administration expenses were $259,447 in the three months ended June 30, 2025, compared to $334,537 for the three months ended June 30, 2024. The decrease of

  $75,090 is mainly the result of a reduction of staff and variable compensation.

• Shareholder and investor communications costs were $45,537 in the three months ended June 30, 2025, compared to $52,708 in the three months ended June 30, 2024. There is not a material difference between periods.
• Interest expense was $47,822 in the three months ended June 30, 2025, compared to $87,072 in the three months ended June 30, 2024. Interest expense results from the accretion of the Company's leases and right-of-use assets.
• Flow-through share premium recovery relates to settlement of the flow-through premium liability by incurring exploration expenditures.

• Fair value gain and loss on financial liability relates to the fair value adjustments of the financial liability associated with the stream arrangement. See Project Financing - Phase 1 Stream Financing section of this MD&A for further details.

• Interest income results from interest earned on short term guaranteed investment certificates.

  Six Months Ended June 30, 2025, compared to 2024

  The Company incurred a net loss of $11,161,709 or $0.05 per share for the six months ended June 30, 2025, compared to a net loss of $10,892,821 or $0.05 per share for the six months ended June 30, 2024. The decrease of expenditures is primarily related to the following:

• Acquisition, exploration and evaluation expenses were $2,619,490 for the six months ended June 30, 2025 compared to $5,631,253 for the six months ended June 30, 2024. The decrease of $3,011,763 is primarily related to the following:

  • an increase of $339,982 of environmental assessment and community consultation expenses which was primarily related to the continued advancement of permitting and community agreements,

  • a decrease of $1,317,066 in engineering costs due to the Company pausing, engineering and procurement services pending increased visibility regarding the timing associated with the receipt of permits required for the commencement of construction and project financing, and

  • a decrease in exploration and site costs of $2,024,362 as a result of the ongoing exploration program in the 2024 period which is funded by the proceeds from a flow-through financing completed in November 2023.

• Share-based compensation was $883,752 for the six months ended June 30, 2025, compared to

  $924,464 for the six months ended June 30, 2024. Share-based compensation is a non-cash item and fluctuates period to period depending on the number of equity awards vested during the period.

• Audit, legal and advisory fees were $46,246 for the six months ended June 30, 2025, compared to

  $205,556 for the six months ended June 30, 2024. The decrease of $159,310 is mainly the result of a decrease of project financing advisory and prospectus expenditures.

• Management and corporate administration expenses were $524,374 in the six months ended June 30, 2025, compared to $714,806 for the six months ended June 30, 2024. The decrease of $190,432 is the result of the timing and amount of executive bonus accruals.
• Shareholder and investor communications costs were $95,527 for the six months ended June 30, 2025, compared to $106,554 for the six months ended June 30, 2024. There is not a material difference between periods.
• Interest expense was $103,226 for the six months ended June 30, 2025, compared to $178,116 for the six months ended June 30, 2024. Interest expense results from the accretion of the company's leases and right-of-use assets.
• Flow-through share premium recovery relates to settlement of the flow-through premium liability by incurring exploration expenditures.

• Fair value gain on the financial liability relate to the fair value adjustments of the financial liability associated with the stream arrangement. See Project Financing - Phase 1 Stream Financing section of this MD&A for further detail.

• Interest income results from interest earned on short term guaranteed investment certificates.

  Acquisition, Exploration and Evaluation Expenditures

  Below are the acquisition, evaluation and exploration expenditures for the three and six months ended June 30, 2025, compared with the equivalent period in 2024.

  	Three mo 2025	nths ended June 30 Six months en 2024 2025		ded June 30 2024
  Marathon	1,366,657	2,994,372	2,619,490	5,631,253
  Total mineral property expenditures	$ 1,366,657	$ 2,994,372	$ 2,619,490	$5,631,253

  The following table displays the cumulative mineral property expenditures by project as at and during the periods ended June 30, 2025 and 2024.

  Cumulative Acquisition Exploration and Cumulative December 31, Evaluation June 30, 2025 2024
  Darnley Bay	$ 576,941	$ -	$ -	$ 576,941
  Marathon	100,407,572	-	2,619,490	103,027,062
  Total expenditures	100,984,513	- 2,619,490		103,604,003
  Mineral properties sold	(848,304)	- -		(848,304)
  Mineral properties acquired	1,216,848	- -		1,216,848
  Total mineral property expenditures	101,353,057	- 2,619,490		103,972,547

  Cumulative Acquisition Exploration and Cumulative December 31, Evaluation June 30, 2024 2023
  Darnley Bay	$ 576,941	$ -	$ -	$ 576,941
  Marathon	91,881,330	-	2,636,881	94,518,211
  Total expenditures	92,458,271	-	2,636,881	95,095,152
  Mineral properties sold	(848,304)			(848,304)
  Mineral properties acquired	1,216,848	-	-	1,216,848
  Total mineral property expenditures	92,826,815	-	2,636,881	95,463,696

  ‌SUMMARY OF QUARTERLY RESULTS

  Three Months Ended	Jun 2025	Mar 31 2025	Dec 31 2024	Sep 30 2024
  Acquisition, exploration and evaluation	$1,366,657	$1,252,833	$1,022,338	$1,872,651
  General and administration	392,648	420,015	336,463	513,085
  Share-based payments	759,276	124,476	135,520	168,136
  Operating loss	(2,518,581)	(1,797,324)	(1,494,321)	(2,553,872)
  Flow-through share premium recovery	-	-	45,456	69,536
  Gain (loss) from investment in associate	475,036	(943,765)	261,301	(551,327)
  Fair value loss on financial liability	(3,311,649)	(3,148,128)	(2,763,922)	(4,013,821)
  Foreign exchange gain (loss)	1,373	(492)	(2,704)	11
  Interest income	41,137	40,685	170,311	106,052
  Net and comprehensive loss for the period	(5,312,684)	(5,849,024)	(3,783,879)	(6,943,421)
  Basic and diluted loss per share	$(0.02)	$(0.02)	$(0.02)	$(0.03)
  Weighted average number of common shares	237,018,304	236,992,106	236,992,106	236,619,943
  outstanding

  Three Months Ended	Jun 30 2024	Mar 31 2024	Dec 31 2023	Sep 30 2023
  Acquisition, exploration and evaluation	$ 2,994,372	$ 2,636,881	$ 3,608,049	$2,198,892
  General and administration	570,957	679,570	221,516	758,180
  Share-based payments	758,349	166,115	167,048	593,971
  Operating loss	(4,323,678)	(3,482,566)	(3,996,613)	(3,551,043)
  Gain on disposition of property	-	-	2,830,000	-
  Flow-through share premium recovery	179,984	92,144	-	-
  Gain on lease modification	253,347	-	-	-
  Loss from investment in associate	(199,395)	(210,883)	(95,321)	-
  Fair value (loss) gain on financial liability	(3,692,530)	98,612	(3,164,074)	1,677,595
  Foreign exchange (loss) gain	(622)	(1,280)	12,772	(4,071)
  Interest income	194,659	199,387	89,948	132,718
  Net and comprehensive loss for the period	$(7,588,235)	$(3,304,586)	$(4,323,288)	$(1,744,801)
  Basic and diluted loss per share	$(0.03)	$(0.01)	$(0.02)	$(0.01)
  Weighted average number of common shares	236,098,507	236,053,408	206,930,191	183,517,408
  outstanding

  Generation's operating losses are driven mainly by the extent and cost of the Company's acquisition, evaluation and exploration activities. The significant changes over the most recent eight completed quarters are outlined below.

• Acquisition and evaluation expenditures have decreased from approximately $3.6 million during the fourth quarter of 2023 to approximately $1.3 million during the second quarter of 2025. Expenditures have decreased due to a pause in engineering and procurement services pending increased visibility regarding the timing associated with the receipt of permits required for the commencement of construction and project financing.

• General and administrative expenses have been consistently decreasing as the Company focuses on reducing expenditures pending increased visibility on permitting and project financing.

• Share-based payments are a non-cash item model and fluctuates period to period depending on the number of equity awards vested.

• Fair value gain and loss on the financial liability relate to the fair value adjustments of the financial liability associated with the stream arrangement. See Project Financing - Phase 1 Stream Financing section of this MD&A for further detail.

• Loss from investment in associate and gain on disposition of property relate to the sale of the Davidson Property to Moon River. See Investment in Associate of this MD&A for further details.

‌FINANCIAL POSITION

Assets

As at June 30, 2025, the Company had total assets of $15,324,905 (December 31, 2024 - $8,349,514) which consisted of current assets of $13,532,140 (December 31, 2024 - $6,001,435) and non-current assets of

$1,792,765 (December 31, 2024 - $2,348,079).

Current assets as at June 30, 2025, consist primarily of cash and cash equivalents of $13,037,317 (December 31, 2024 - $5,525,287), accounts receivable of $334,884 (December 31, 2024 - $254,858) and prepaids of $159,939 (December 31, 2024 - $221,290). Cash is held in Canadian dollar denominated accounts and short term guaranteed investment certificates. Accounts receivable is mainly comprised of GIC interest income receivable and HST receivable.

Non-current assets as at June 30, 2025, consist of restricted cash held as security for the corporate office lease, land and buildings acquired through the acquisition of the Marathon Property, right-of-use assets, security deposits, and an investment in Moon River. Security deposits are related to the Ministry of Mines closure plan.

Liabilities

As at June 30, 2025, the Company had total liabilities of $64,629,786 (December 31, 2024 - $58,130,566) which consisted of current liabilities of $3,066,598 (December 31, 2024 - $2,956,330) and long-term liabilities of $61,563,188 (December 31, 2024 - $55,174,236).

Current liabilities as at June 30, 2025, consist mainly of accounts payable and accrued liabilities of

$1,861,837 (December 31, 2024 - $1,417,113) and short-term lease liability of $1,204,761 (December 31, 2024 - $1,539,217). Accounts payable relate to expenditures incurred to advance the Marathon Property. Short-term lease liability is related to leased assets which consist of the office lease and the Valard Camp.

Long-term liabilities as at June 30, 2025, consist of a $61,563,188 (December 31, 2024 - $55,174,236) which consisted of the Precious Metal Purchase Agreement with Wheaton Precious Metals Corp. of

$61,563,188 (December 31, 2024 - $55,103,411) and long-term lease liability of $nil (December 31, 2024

- $70,825). The PMPA is further described under Project Financing - Phase 1 Stream Financing section of this MD&A. Long-term lease liability is related to leased assets which consist of vehicles.

‌LIQUIDITY AND GOING CONCERN UNCERTAINITY

The Company relies on equity, metal streams, and potentially debt or other structured financings to fund its acquisition, evaluation, and exploration activities, cover administrative expenses, and to meet its obligations as they become due.

Comparable to many exploration and early-stage development companies, the Company relies on financings to fund its exploration, development and acquisition activities. The Company had a working capital surplus of $10,465,542 at June 30, 2025 (December 31, 2024 surplus - $3,045,105); had not yet achieved profitable operations; had accumulated losses of $141,956,120 at June 30, 2025; (December 31, 2024 - $136,208,661); and expects to incur further losses in the development of its business. The Company does not have adequate cash resources to fund its operations over the next twelve months and will require additional financing in order to conduct its planned work programs on its mineral properties, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.

The Company's main source of liquidity is its cash. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. Cash is held on deposit in guaranteed investment certificates with a major Canadian chartered bank. The Company has also made financial commitments which are outlined elsewhere in this MD&A.

Cash used in operating activities during the six months ended June 30, 2025, was $2,836,818 compared with $6,456,956 in the same period in 2024. The cash used in operations in both periods relates mainly to the acquisition, exploration and evaluation of the Marathon Property, and corresponding expenditures in audit, legal and advisory fees, investor communications expenses, general and administrative expenses.

Cash used in investing activities was $nil during the six months ended June 30, 2025, compared to cash used in investing activities of $23,517 in the same period in 2024. Cash used by investing activities in the prior period was for the purchase of equipment.

Cash provided from financing activities during the six months ended June 30, 2025, amounted to

$10,348,848 in net proceeds from a private placement completed during the current period, compared to cash used in financing activities of $330,994 in the prior period.

June 2025 Equity Financing

On June 24, 2025, Generation completed a private placement for aggregate gross proceeds of approximately $11.5 million. The Offering was conducted by a syndicate of underwriters led by Stifel Nicolaus Canada Inc., and including Haywood Securities Inc., and consisted of the sale of 31,082,200 Units at a price of $0.37 per Unit. Each Unit comprised of one common share in the capital of the Company and one-half (½) of one common share purchase warrant. Each whole warrant is exercisable to acquire one common share in the capital of the Company at a price of $0.48 for a period of 36 months at any time from August 24, 2025 until August 24, 2028. The Company paid share issue costs of $746,286 related to a 6% underwriting fee.

November 2023 Equity Financing

On November 21, 2023, the Corporation completed a "bought deal" prospectus offering consisting of the sale of: (i) 42,858,000 units at a price of $0.28 per unit; and (ii) 9,678,000 flow-through units at a price of

$0.32 per unit for aggregate gross proceeds of approximately $15.1 million (the "November 2023 Offering"). The net proceeds to the Company from the November 2023 Offering were approximately $13.8 million after deducting the payment of fees and expenses. Each Unit and each FT Unit consisted of one common share in the capital of the Company and one-fifth of one common share purchase warrant of the Company. Each whole warrant is exercisable to acquire one common share at a price of $0.50 for a period of 36 months from the closing date of the November 2023 Offering.

The table below sets out the proposed use of proceeds from the November 2023 Offering (excluding working capital and general corporate purposes), the actual expenditures incurred as of June 30, 2025, the anticipated timing to complete those expenditures, and an explanation of variances and the impact of the variances on the Company's ability to achieve its business objectives and milestones:

CAPITAL RESOURCES

The Company does not have any debt or credit facilities with financial institutions.

At present, the Company's operations do not generate cash in-flows and its financial success is dependent on management's ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company's control. To finance the Company's exploration programs, detailed engineering, environmental assessment and to cover administrative and overhead expenses, the Company raises money through equity, debt and metal stream financings. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company's track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activities.

Management believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond their control. If the Company is unable to raise sufficient financing, it may need to scale back its intended operational programs and its other expenses. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future, other than general market conditions, which are uncertain for junior exploration companies. Material increases or decreases in the Company's liquidity will be substantially determined by the success or failure of its exploration and development programs, as well as its continued ability to raise capital.

‌MARATHON PROPERTY ACQUISITION

On January 26, 2022, Generation completed the acquisition of 100% of the Marathon Project whereby Generation issued 21,759,332 common shares of the Company to Stillwater, a wholly-owned subsidiary of Sibanye-Stillwater. Stillwater currently holds 32,813,127 common shares of the Company, representing a 12.2% ownership in Generation Mining.

‌OTHER MINERAL PROPERTIES‌

In addition to the Marathon Property, the Company holds contractual rights related to the following mineral properties as of June 30, 2025:

Darnley Bay, Northwest Territories: The Company held the exclusive rights to a mineral concession covering the Inuvialuit Settlement Region's lands, where the Inuvialuit hold the mineral and surface rights, through an exploration and development agreement with the Inuvialuit Regional Corporation (the "IRC"). On January 27, 2023, the Company sold its interest in the Darnley Bay mineral concession to Elton Resources ("Elton") under an Asset Purchase Agreement ("APA"), subsequently amended (the "Amended APA"). Pursuant to the Amended APA, $150,000 was remitted by Elton to the IRC and Elton entered into a new exploration and development agreement with the IRC. Under the Amended APA, Elton is to complete a Going Public Transaction ("GPT") by September 30, 2025. In connection with the GPT, the Company is to be paid the greater of $4 million in Elton common shares and 16% of the fully-diluted Elton common shares immediately following the GPT. In addition, upon completion of the GPT the Company is to be paid $425,000 in cash and $425,000 in Elton common shares. All of the Elton common shares will be priced at the same price as the common shares to be issued by Elton under the GPT. If Elton does not complete the GPT by September 30, 2025, the mineral concession interest will revert back to the Company.

‌RELATED PARTY TRANSACTIONS

Key management includes the Company's directors, officers and any employees with authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:

As at June 30, 2025, accrued compensation includes $100,000 (June 30, 2024 - $ 129,964) due to key management of the Company.

OUTSTANDING EQUITY DATA

Common Shares

The following table summarizes the continuity of common shares for the six months ended June 30, 2025 and August 14, 2025:

Warrants

The following table summarizes the continuity of warrants for the six months ended June 30, 2025 and August 14, 2025:

1. On November 21, 2023, the Company closed a financing that consisted of 42,858,000 units ("Units") in the capital of the Company at a price of $0.28 per Unit, and 9,678,000 flow-through units ("FT Units") in the capital of the Company at a price of $0.32 per FT Unit for aggregate gross proceeds of $15,097,200 ("Offering"). The total share issue cost was $1,233,851 which included a 6% underwriting fee. The flow-through share premium was $387,120. Each Unit and each FT Unit consisted of one common share in the capital of the Company and one-fifth of one common share purchase warrant of the Company. Each whole warrant is exercisable to acquire one common share at a price of $0.50 for a period of 36 months from the closing date of the Offering, November 21, 2023. The warrants have an estimated grant date fair value of $630,432 which was estimated using the Black Scholes option pricing model and the following assumptions: Risk-free interest rate 4.22%, expected volatility of 61.86%, dividend yield nil, expected life 3 years

2. On June 24, 2025, the Company closed a private financing that consisted of 31,082,200 units ("Units") in the capital of the Company at a price of $0.37 per Unit for aggregate gross proceeds of $11,500,414 ("Offering"). The total share issue cost was $746,286 which included a 6% underwriting fee. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each whole warrant is exercisable to acquire one common share at a price of $0.48 for a period of 36 months at any time from August 24, 2025 until August 24, 2028. The warrants have an estimated grant date fair value of $2,331,165 which was estimated using the Black Scholes option pricing model and the following assumptions: Risk-free interest rate 2.64%, expected volatility of 87.94%, dividend yield nil, expected life 3 years.

   Flow-through Premium Liability

   Flow-through premium liability consists of the liability portion of the flow-through shares issued. The following is a continuity schedule of the liability portion of the flow-through share issuances.

   Balance, December 31, 2023	$	387,120
   Settlement of flow-through premium liability by incurring expenditures		(387,120)
   Balance, December 31, 2024, June 30, 2025, and August 14, 2025	$	-

   On November 21, 2023, the Company issued 9,678,000 flow-through shares of the Company at a price of

   $0.32 per share. The premium paid by investors was calculated as $0.04 per share. Accordingly, $387,120 was recorded as flow-through premium liability.

   As at June 30, 2025 and December 31, 2024, the Company had no remaining commitment to incur exploration expenditures in relation to its flow-through share financing.

   Equity Plan

   On May 9, 2018, the Company adopted an incentive Stock Option Plan (the "Plan"). The Plan was amended in July 2020. The Company subsequently adopted an Omnibus Equity Incentive plan (the "Equity Plan") on May 11, 2023, which received shareholder approval on June 28, 2023. With the approval of the Equity Plan, the Option Plan was terminated and all of the issued and outstanding stock options granted under the Option Plan are now governed by the Equity Plan.

   Under the Equity Plan, the Company can issue stock options ("Options"), deferred share units ("DSUs"), restricted share units ("RSUs") and performance share units ("PSUs", and collectively with Options, DSUs and PSUs, the "Awards"), as applicable, to directors, employees and consultants in accordance with the terms of the Equity Plan. The maximum number of common shares issuable under the Equity Plan will not exceed 10% of the issued and outstanding common shares from time to time. Limits have also been set in respect of the maximum number of Awards that may be issued to insiders at any time, as well as within any one-year period. The Equity Plan is a rolling plan, therefore, the number of common shares that have been reserved for issuance under the Equity Plan will increase when the Company's issued and outstanding common shares increase. The Awards are non-assignable and non-transferable, except upon death.

   Stock Options

   The following table sets forth the continuity of outstanding stock options for the six months ended June 30, 2025 and August 14, 2025:

   	Number of options
   Outstanding, December 31, 2023	14,202,059
   Options granted	2,362,400
   Options forfeited	(6,325,000)
   Outstanding, December 31, 2024	10,239,459
   Options granted	2,133,100
   Options forfeited	(6,075,000)
   Outstanding, June 30, 2025 and August 14, 2025	6,297,559

   The fair value of options granted under the Plan is measured on the date of grant using the Black-Scholes pricing model and expensed to net income (loss) using the following inputs and assumptions at the measurement date:

   Date Number of Exercise Market Expected Risk-free Expected Fair Value of Vesting Options Price ($) Price ($) Volatility Interest Life Options ($) Rate (%) (yrs)/Divide
   				(%)(1)		nd Yield %
   05-Apr-23	602,059	0.58	0.57	64	3.32	3 / 0%	150,515	1/3rd vesting
   04-Apr-24	2,362,400	0.29	0.27	74	3.93	3 / 0%	307,112	1/3rd vesting
   24-Apr-25	2,133,100	0.18	0.19	77	2.79	5 / 0%	262,878	1/3rd vesting

   1. Based on the Company's historical volatility.

As at June 30, 2025, stock options carry exercise prices and terms to maturity as follows:

1. Weighted average

The stock-based compensation expense related to stock options for the six-month period ended June 30, 2025 was $170,309 (June 30, 2024 - $228,446)

RSUs and DSUs

On April 4, 2024, the Company granted RSUs to executives and granted DSUs to non-executive directors. The total number of RSUs granted were 1,163,300 and have a three-year vesting term commencing on the grant date. The total number of DSUs granted were 1,637,800 and are fully vested at the grant date and become payable upon retirement of the directors. On April 24, 2025, the Company granted RSUs to executives and granted DSUs to non-executive directors. The total number of RSUs granted were 532,100 and have a three-year vesting term commencing on the grant date. The total number of DSUs granted were 3,618,115 and are fully vested at the grant date and become payable upon retirement of the directors. The fair value of the RSUs and DSUs awarded to executives and non-executive directors is determined as of the date of grant and recognized as share-based compensation expense over the vesting period of the equity instruments with a corresponding increase to contributed surplus. The fair value of RSUs and DSUs is the market value of the underlying shares as of the date of grant.

The continuity of outstanding RSUs for the six-month period ended June 30, 2025 is as follows:

‌All RSUs have a three-year vesting term commencing on the grant date and as at June 30, 2025, 966,933 RSUs have vested.

The continuity of outstanding DSUs for the six-month period ended June 30, 2025 is as follows:

DSUs fully vest at the grant date and become payable upon retirement of the directors

The stock-based compensation expense related to RSUs and DSUs for the six-month period ended June 30, 2025 was $713,443 (June 30, 2024 - $575,177).

FINANCIAL RISK MANAGEMENT

The Company manages its exposure to a number of different financial risks arising from operations as well as from the use of financial instruments, including market risks (foreign currency exchange rate, interest rate and other price risk), credit risk and liquidity risk, through its risk management strategy. The objective of the strategy is to support the delivery of the Company's financial targets while protecting its future financial security and flexibility. Financial risks are primarily managed and monitored through operating and financing activities. The Company does not use derivative financial instruments. The financial risks are evaluated regularly with due consideration to changes in key economic indicators and up-to-date market information. The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Credit Risk

Credit risk is the financial risk of non-performance of a contracted counter party. The Company's credit risk is primarily attributable to cash and receivables. The Company reduces its credit risk by maintaining its cash with a Canadian chartered bank. The Company's maximum exposure to credit risk as at June 30, 2025 is the carrying value of cash and receivables. The credit risk on receivables is deemed low as the majority is related to GIC interest receivable and federal government refunds.

Liquidity Risk

Liquidity risk encompasses the risk that the Company cannot meet its financial obligations in full. The Company's main source of liquidity is its cash. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows used in operating activities and holding adequate amounts of cash. As at June 30, 2025, the Company has current assets of $13,532,140 (December 31, 2024

- $6,001,435) to cover current liabilities of $3,066,598 (December 31, 2024 - $2,956,330). The current assets include cash and cash equivalents, receivables, prepaid expenses and security deposits. The Company also manages liquidity risk on the basis of expected maturity dates. The following table analyzes financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows).