Generation Mining Closes “Bought Deal” Public Offering and Concurrent Private Placement for Gross Proceeds of $240 Million
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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 offtake 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 involved 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 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 at www.sedarplus.ca and available on the Company’s website at https://genmining.com/projects/feasibility-study/.
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 those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include timing for a construction decision; the progress of development at the Marathon Project, including 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, 2025, 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260920529744/en/
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