Generation Mining Signs Definitive Acquisition Agreement with Sibanye-Stillwater

TORONTO, June 25, 2019 - Generation Mining Ltd. (the “Company” or “Gen Mining”) has signed an acquisition agreement with Sibanye Gold Ltd., trading as Sibanye-Stillwater, pursuant to which, on closing the Company will earn an initial 51-per-cent interest (the “First Interest”) in Sibanye-Stillwater's Marathon PGM deposit located near Marathon, Ontario (the “Property”) and form an unincorporated joint venture with Stillwater Canada Inc. The property consists of 45 mining leases totalling 8450 hectares, and an additional 856 contiguous mining claims covering 8957 hectares for a total land package of 17,407 hectares. The closing is expected to take place by mid July 2019.

Upon signing a letter of intent Gen Mining paid to Sibanye-Stillwater a deposit of $100,000. To acquire the First Interest, Gen Mining must pay an additional $2.9-million in cash and issue to Sibanye-Stillwater 11,053,795 common shares at a deemed price per common share of $0.2714. Gen Mining will become the operator of the joint venture and the Property (unless its interest in the joint venture shall reduce to a minority interest) and will assume all liabilities of the Property in such operatorship capacity.

Gen Mining has the right to earn an additional 29-per-cent interest in the Property (the “Second Interest”) within four years of the closing date (the “Second Earn-In Period”), by making total cash expenditures on the Property of at least $10 million and delivering a preliminary economic assessment. During the Second Earn-In Period, Gen Mining must sole-fund all expenditures in respect of the Property and related activities.

Once Gen Mining has earned the Second Interest, the parties will fund expenditures on a pro rata basis (80% funded by Gen Mining and 20% funded by Sibanye-Stillwater) in order to maintain their respective interests in the joint venture, subject to normal dilution provisions.

If Gen Mining does not earn into the Second Interest, then for a period of 90 days after the termination of the Second Earn-In Period, Sibanye-Stillwater shall have a one-time option to re-acquire from Gen Mining a 31% participating interest in the joint venture (for a total 80% participating interest) for CDN$1.00 and become operator under the joint venture.

Upon a feasibility study being prepared and the management committee of the joint venture making a positive commercial production decision, so long as Sibanye-Stillwater has a minimum 20% interest in the Property, then Sibanye-Stillwater will have 90 days to exercise an option to increase its participating interest in the joint venture from its current percentage up to 51% (the “Percentage Differential”) by agreeing to fund an amount of the total capital costs as estimated in the feasibility study, multiplied by the Percentage Differential, in addition to its pro rata proportion of costs that it would fund at its current participating interest level. Should this option be exercised, Sibanye-Stillwater would also take over operatorship of the project at such time.

Further details about the Property and the transaction are available in the Company’s news release dated April 17, 2019.

About Generation Mining Limited

Generation Mining Ltd. is a base metal exploration and development company with various property interests throughout Canada. Its primary business objective is to explore and further develop these properties, and to continue to increase its portfolio of base and precious metal property assets through acquisition. The Company’s common shares trade on the Canadian Securities Exchange (“CSE”) under the symbol GENM.

For further information please contact:

Jamie Levy
President and Chief Executive Officer
(416) 640-2934
(416) 567-2440
jlevy@genmining.com

Forward-Looking Information

This news release includes certain information that may be deemed “forward-looking information” under applicable securities laws. All statements in this release, other than statements of historical facts, that address acquisition of the Property and future work thereon, mineral resource and reserve potential, exploration activities and events or developments that the Company expects is forward-looking information. Although the Company believes the expectations expressed in such 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 the results of the Company’s due diligence investigations, market prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings at www.sedar.com. 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.