ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this " Agreement "), dated as of September 13^th , 2023, is entered into between Generation Mining Limited an Ontario corporation (" Vendor ") and Moon River Capital Ltd., an Ontario corporation (" Purchaser "). “ Party ” means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and “ Parties ” means every Party. Capitalized terms used in this Agreement have the meanings given to such terms herein.

Recitals

WHEREAS , Vendor wishes to sell to Purchaser, and Purchaser wishes to purchase from Vendor, all of the Purchased Assets (as defined herein), subject to the terms and conditions set forth herein;

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereto agree as follows:

ARTICLE 1. PURCHASE AND SALE

• 1.1. Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Vendor shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from Vendor, all of Vendor's right, title, and interest in the assets set forth in Section 1.01 of the disclosure schedule (the " Disclosure Schedule ") attached hereto (collectively, the " Purchased Assets "), including the Vendor’s interest in the six mineral leases (the “ Property ”) set out in the Vending Agreement dated the 1st day of April, 2016 between Roda Holdings Inc. and Darnley Bay Resources Limited (the " Davidson Agreement "), on an “as-is, where-is” basis, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (" Encumbrance ") other than liens for taxes.

• 1.2. Purchase Price. Subject to the terms and conditions of this Agreement, the aggregate purchase price for the Purchased Assets is:

• a) $630,000.00 in cash, exclusive of any goods and services taxes and harmonized sales taxes imposed under the Excise Tax Act (Canada) (" GST ");

• b) nine million (9,000,000) common shares of Purchaser, the fair market value of which the Parties have determined to be $0.25 per common share (the " MR Shares "); and

• c) certain rights granted to the Vendor as set out in an Equity Participation and Nominating Agreement (the “ Nominating Agreement ”) in form and substance to be mutually agreed upon by the Vendor and Purchaser.

• 1.3. Assets Held in Trust. Vendor hereby acknowledges and agrees that the Purchased Assets are intended to be an inclusive list of all rights, interests, and assets of the Vendor connected to, or required for the exploration and development of, the Property. As to any of the assets, rights or interest intended to be included in the Purchased Assets conveyed, the title to which may not have specifically passed to Purchaser by virtue of this Agreement or any transfer or assignment which may from time to time be executed and delivered pursuant to the provisions hereof, the Vendor holds such assets, rights or interest in trust for the Purchaser to transfer and assign the same as the Purchaser may from time to time direct. In respect of any contract, lease, license or other right, the assignment of which requires the consent of any other party or parties and such consent has not or cannot be obtained, the Vendor shall hold such contract, lease, license or other right for the benefit of the Purchaser and shall take any and all action with respect thereto as the Purchaser may reasonably direct for Purchaser’s account and benefit and at the Purchaser’s cost.

• 1.4. Taxes. Purchaser shall be liable for and will pay, or will cause to be paid, all federal and/or provincial transfer, value added, ad-valorem, excise, sales, use, consumption, GST or other similar taxes or duties payable under applicable law on or with respect to the conveyance, transfer, sale and purchase of the Purchased Assets under this Agreement.

• 1.5. Restrictions on Trading MR Shares. Purchaser shall use commercially reasonable efforts in seeking to ensure that trading the MR Shares issued to Vendor pursuant to the transactions contemplated hereunder is not restricted for a longer period of time than the lock-up period applied to the management of Purchaser or any other person participating in any concurrent equity financing, however Vendor acknowledges that any trading restrictions or escrow requirements on the MR Shares will be subject to the discretion of the TSX Venture Exchange (“ TSX-V ”) and applicable securities laws.

ARTICLE 2. CLOSING

• 2.1. Closing. Notwithstanding earlier execution of this Agreement, the closing of the transactions contemplated by this Agreement (the " Closing ") shall be completed on a business day as determined by mutual agreement between the Parties in writing (the " Closing Date ") upon the exchange of all necessary documents and signatures (or their electronic counterparts), provided however that the Closing must occur on

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or before ten calendar days following the receipt of all required regulatory approvals, including TSX-V conditional approval of the transaction. The Closing is subject to review and approval of the TSX-V as a Qualifying Transaction under the TSX-V’s Policy 2.4 - Capital Pool Companies . The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date.

• 2.2. Mutual Conditions Precedent. The Parties are not required to complete the transactions contemplating herein unless the following conditions are satisfied on or as of the Closing Date, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

• a) No law is in effect that makes the consummation of the transactions contemplated herein illegal or otherwise prohibits or enjoins any of the Parties from consummating such transactions.

• b) The TSX-V shall have conditionally accepted and approved the transactions contemplated herein, and the terms and conditions of this Agreement.

• c) All requisite third-party consents and approvals shall have been obtained by Vendor in order to effect the transfer of the Purchased Assets and the assignment of the Davidson Agreement.

• d) Each of the Parties shall have obtained all requisite corporate and shareholder approvals in order to effect the transactions contemplated herein.

2.3. Conditions Precedent in Favour of Vendor.

• a) The representations and warranties provided by the Purchaser hereunder will be true and correct in all material respects as at the Closing Date and the Vendor will have received a certificate from a senior officer of the Purchaser confirming the truth and correctness of such representations and warranties.

• b) Each of the acts, covenants and undertakings of the Purchaser to be performed on or before the Closing Date pursuant to the terms of this Agreement will have been duly performed.

• c) The Purchaser shall have executed and exchanged each of the applicable closing deliverables set out in Section 2.5 below.

• d) The Purchaser shall have completed an equity financing raising gross proceeds of not less than $2,000,000 at a price of not less than $0.25 per share or equivalent security.

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2.4. Conditions Precedent in Favour of Purchaser.

• a) The representations and warranties provided by the Vendor hereunder will be true and correct in all material respects as at the Closing Date and the Purchaser will have received a certificate from a senior officer of the Vendor confirming the truth and correctness of such representations and warranties.

• b) Each of the acts, covenants and undertakings of the Vendor to be performed on or before the Closing Date pursuant to the terms of this Agreement will have been duly performed.

• c) The Vendor shall have executed and exchanged each of the applicable closing deliverables set out in Section 2.5 below.

• d) No “ Material Adverse Effect ” (as defined in 2.02 of the Disclosure Schedule) with respect to the Property or the Davidson Agreement will have occurred between the date hereof and the Closing Date, and since the date hereof, no action, suit or proceeding will have been taken before or by any governmental entity or by any private person (including, without limitation, any individual, corporation, firm, group or other entity or by any elected or appointed public official in Canada or elsewhere) against Vendor (whether or not purportedly on behalf of Vendor) that would, if successful, have a Material Adverse Effect on this Agreement, the Property or the Davidson Agreement.

• e) The Davidson Agreement shall have been registered on title against the Property.

2.5. Closing Deliverables.

• a) On the Closing Date, Vendor shall deliver to Purchaser the following:

• i. a bill of sale and general conveyance (the " Bill of Sale and General Conveyance ") duly executed by Vendor, transferring the Purchased Assets to Purchaser in the form set forth in the Disclosure Schedule;

• ii. an assignment and assumption agreement duly executed by Vendor effecting the assignment to Purchaser of the Vendor’s rights and interests under and to the Davidson Agreement;

• iii. copies of all required consents, approvals, waivers, and authorizations required to assign and transfer the Purchased Assets to Purchaser;

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  - iv. a certificate executed by a senior officer of Vendor confirming that the representations and warranties provided by the Vendor hereunder are true and correct in all material respects as at the Closing Date;

  - v. a legal opinion concerning title of the Property, in customary form satisfactory to the Purchaser, acting reasonably; and

  - vi. such other instruments of transfer, assignments, filings or documents that the Purchaser may reasonably require, in form and substance reasonably satisfactory to Purchaser.

• b) On the Closing Date, Purchaser shall deliver to Vendor the following:

  • i. evidence of payment of the cash portion of the Purchase Price (and any applicable HST) to Vendor by certified cheque or wire transfer to Vendor’s account and in accordance with the payment instructions set forth in Section 1.02 of the Disclosure Schedule;

  • ii. certificates representing the MR Shares issued to the Vendor, or other evidence satisfactory to the Vendor of the electronic deposit of such MR Shares, registered in the name of the Vendor or as may otherwise be directed by the Vendor;

  • iii. an assignment and assumption agreement duly executed by Purchaser effecting the assumption by Purchaser of the Vendor’s obligations under the Davidson Agreement;

  • iv. a certificate executed by a senior officer of Purchaser confirming that the representations and warranties provided by the Purchaser hereunder are true and correct in all material respects as at the Closing Date; and

  • v. the Nominating Agreement executed by Purchaser.

• 2.6. Termination Events. By notice given prior to or at Closing, subject to Section 2.7, this Agreement may be terminated as follows:

• a) By either Party, if any condition in Section 2.2 has not been satisfied as of the Closing Date or if the satisfaction of any condition by the Closing Date is or becomes impossible (other than through the failure of such terminating Party to comply with its obligations under this Agreement), and the Parties have not mutually waived that condition on or before the Closing Date;

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• b) By Purchaser, if any condition in Section 2.4 has not been satisfied, or any deliverable in Section 2.5(a) has not been delivered, as of the Closing Date or if such satisfaction or delivery by the Closing Date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived the satisfaction of such condition or delivery of such deliverable on or before the Closing Date;

• c) By Vendor, if any condition in Section 2.3 has not been satisfied, or any deliverable in Section 2.5(b) has not been delivered, as of the Closing Date or if such satisfaction or delivery by the Closing Date is or becomes impossible (other than through the failure of Vendor to comply with its obligations under this Agreement), and Vendor has not waived the satisfaction of such condition or delivery of such deliverable on or before the Closing Date;

• d) By mutual consent of Purchaser and Vendor; or

• e) By Purchaser unless it is in material breach of this Agreement, or by Vendor unless it is in material breach of this Agreement, if the Closing has not occurred on or before September 30, 2023, or on such other date as the Parties may mutually determine beyond that date.

• 2.7. Effect of Termination. Each Party’s right of termination under Section 2.6 is in addition to any other rights it may have under the Agreement or otherwise, whether at law, in equity or otherwise, and the exercise of that right of termination is not an election of remedies. If this Agreement is terminated pursuant to Section 2.6, all obligations of the Parties under this Agreement will terminate except that the obligations contained in this Section 2.7 and in Article 6 will survive, provided that if this Agreement is terminated pursuant to Section 2.4(b) or Section 2.4(c), the terminating Party’s right to pursue all legal remedies will survive that termination unimpaired.

• 2.8. Waiver of Condition of Closing. If any of the conditions set forth in Sections 2.2 have not been satisfied, the Parties may mutually elect in writing to waive the condition and proceed with the completion of the transactions contemplated herein. If any of the conditions set forth in Section 2.4 have not been satisfied, Purchaser may elect in writing to waive the condition and proceed with the completion of the transactions contemplated herein. If any of the conditions set forth in Section 2.3 have not been satisfied, Vendor may elect in writing to waive the condition and proceed with the completion of the transactions contemplated herein. Any such waiver and election by Purchaser or Vendor, as the case may be, will serve as a waiver of the specific closing condition and the other Party will have no liability with respect to the specific waived condition.

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ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF VENDOR

Vendor represents and warrants to Purchaser that the statements contained in this Article 3 are true and correct as of the date hereof and as at the Closing Date. For the purposes of this Article 3, " Vendor's Knowledge " and any similar phrases shall mean the actual knowledge of any the Chairman or Chief Executive Officer of Vendor.

• 3.1. Incorporation and Authorization of Vendor; Enforceability. Vendor is a corporation incorporated and validly existing under the laws of the Province of Ontario and has not been discontinued or dissolved under such law. Vendor has the corporate power and capacity to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Vendor of its obligations under this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate action on the part of Vendor, and Vendor confirms that it does not require shareholder approval to authorize the transaction. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Vendor, and (assuming due authorization, execution and delivery by Purchaser), this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Vendor, enforceable against Vendor in accordance with their respective terms.

• 3.2. No Conflicts; Consents. The execution, delivery and performance by Vendor of its obligations under this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:

• a) violate or conflict with the articles of incorporation, by-laws or any unanimous shareholder agreement of Vendor;

• b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Vendor or the Purchased Assets; or

• c) result in the creation or imposition of any Encumbrance on the Purchased Assets.

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Except as disclosed in Section 3.02 of the Disclosure Schedule, no consent, approval, waiver or authorization is required to be obtained by Vendor from any person or entity (including any governmental authority or shareholder) in connection with the execution, delivery and performance by Vendor of its obligations under this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby.

• 3.3. Title to the Purchased Assets. Vendor is the absolute legal, registered and beneficial owner of the Purchased Assets and holds rights under the Davidson Agreement in respect of the mineral rights located in the Property recognized in the Province of British Columbia (such mineral rights being the “ Property Rights ”), in which Vendor has an interest, and, except as disclosed in the Disclosure Schedule, Vendor holds such interest in the Property free and clear of any encumbrances. The Property Rights are in good standing under applicable law, and all work required to be performed and filed in respect thereof has been performed and filed. Except as disclosed in the Disclosure Schedule, all Property Rights in respect of the Property have been validly registered and recorded in accordance with applicable law and are valid and subsisting; and each of the Property Rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing. Vendor does not know of any claim or the basis for any claim that could reasonably be expected to materially and adversely affect the right of Vendor to use, transfer or otherwise explore, develop or mine mineral deposits on the Property. To the Vendor’s Knowledge, except pursuant to applicable laws and the terms of the Davidson Agreement, there are no restrictions on the ability of Purchaser to use, transfer or exploit any of the Property, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Purchaser.

• 3.4. Proceedings. To the Vendor’s Knowledge, no legal or governmental proceedings or inquiries are pending to which Vendor is a party or to which the Property is subject that would result in the revocation or modification of any authorization related to the Property, or necessary for the business or operations contemplated to be carried on in respect thereof and, to the Vendor’s Knowledge, no such legal or governmental proceedings or inquiries are pending, threatened or being contemplated.

• 3.5. Assigned Contract. The Davidson Agreement is valid and binding on Vendor in accordance with its terms and is in full force and effect. Neither Vendor nor, to Vendor's Knowledge, any other party is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, the Davidson Agreement. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under the Davidson Agreement or result in a termination thereof or

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would cause or permit the acceleration or other changes of any right or obligation of the loss of benefit thereunder. A complete and correct copy of the Davidson Agreement has been made available to Purchaser. There are no disputes pending or threatened under the Davidson Agreement.

• 3.6. As-Is, Where-Is. OTHER THAN AS SPECIFICALLY SET OUT HEREIN, VENDOR MAKES NO REPRESENTATION, COVENANT, OR WARRANTY WHATSOEVER WITH RESPECT TO THE PURCHASED ASSETS, INCLUDING ANY CONDITION OR WARRANTY OF TITLE; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

• 3.7. Environmental. In Vendor’s Knowledge, there are no, and Vendor has not received any notice of, claims, judicial or administrative proceedings, pending or threatened against, or which may affect, either the Property or Vendor’s rights thereto or any of its property, assets or operations, relating thereto, or alleging any violation of, any environmental laws in connection with the ownership, use, maintenance, operation, closure or remediation of the Property or Purchased Assets. Vendor is not aware of any facts or conditions which could give rise to any such claim or judicial or administrative proceeding in respect of the Property or the Purchased Assets. Neither Vendor nor any of its property, assets or operations which relate to the Purchased Assets are, and to the Vendor’s Knowledge neither is the registered owner of the Property, the subject of any investigation, evaluation, audit or review by any governmental entity to determine whether any violation of any environmental laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any hazardous substances into the environment, except for compliance inspections conducted in the normal course by any governmental entity.

• 3.8. Taxes. Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada) (the " Tax Act "). Vendor is registered for GST purposes under Part IX of the Excise Tax Act (Canada) and its registration number is [Redacted – Commercially sensitive information] .

• 3.9. Compliance with Laws. Vendor has complied, and is now complying, with all applicable federal, provincial, and local laws and regulations applicable to ownership and use of the Purchased Assets.

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• 3.10. Full Disclosure. No representation or warranty by Vendor in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Purchaser under this Agreement contains any untrue statement of a material fact, or omits to state a material fact, necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Vendor that the statements contained in this Article 4 are true and correct as of the date hereof and as at the Closing Date. For the purposes of this Article 4, " Purchaser's Knowledge " and any similar phrases shall mean the actual knowledge of any director or officer of Purchaser.

• 4.1. Incorporation and Authority of Purchaser; Enforceability. Purchaser is a corporation incorporated and validly existing under the laws of the Province of Ontario. Purchaser has the corporate power and capacity to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of its obligations under this Agreement and the documents to be delivered hereunder, and the consummation of the transactions hereby, have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Vendor) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms.

• 4.2. No Conflicts; Consents. The execution, delivery and performance by Purchaser of its obligations under this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:

• a) violate or conflict with the articles of incorporation, by-laws or any unanimous shareholder agreement of Purchaser; or

• b) violate or conflict with or result in any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser.

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Other than the approval of the TSX-V and as may otherwise be set out herein, no consent, approval, waiver or authorization is required to be obtained by Purchaser from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Purchaser of its obligations under this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby.

• 4.3. Legal Proceedings . There is no action of any nature pending or, to Purchaser's Knowledge, threatened against or by Purchaser that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Purchaser’s Knowledge, no event has occurred nor circumstances exist that may give rise to, or serve as a basis for, any such action.

• 4.4. Investment Canada Act. Purchaser is not a "non-Canadian" within the meaning of the Investment Canada Act .

• 4.5. Excise Tax Act. Purchaser is registered for GST purposes under Part IX of the Excise Tax Act (Canada) and its registration number is [ Redacted – Commercially sensitive information ].

• 4.6. Issuance of MR Shares. As at the Closing Date, the MR Shares will have been reserved and allotted for issuance by Purchaser. The MR Shares will be duly and validly authorized at the Closing and, if and when issued pursuant to the terms of this Agreement, will be issued as fully paid and non-assessable.

• 4.7. Commissions . Vendor will not be liable for any brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated by this Agreement because of any action taken by, or agreement or understanding reached by, Purchaser.

ARTICLE 5. COVENANTS

• 5.1. Preparation of Filings. From the date hereof until the earlier of the Closing Date or the termination of this Agreement, the Parties shall cooperate in the preparation of all applications for all approvals and the preparation of any other documents and taking of all actions reasonably necessary to discharge their respective obligations under applicable laws in connection with each step of the transactions contemplated herein, including with respect to meeting the requirements and conditions of the TSX-V, and all other matters contemplated in this Agreement. In this regard:

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  - a) each of the Parties shall furnish to the other all such information as may be required to effect the transactions contemplated in this Agreement;

  - b) each of the Purchaser and the Vendor covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the transactions contemplated in this Agreement will, to the best of its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and

• c) each of the Purchaser and the Vendor shall promptly notify the other if at any time before the Closing Date it becomes aware that any document prepared in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to such document.

• 5.2. Public Announcements. Unless otherwise required by applicable law or stock exchange requirements, neither Party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).

• 5.3. Tax Clearance Certificates. On the Closing Date, Vendor shall deliver to Purchaser a duplicate copy of a clearance certificate issued under section 6 of the Retail Sales Tax Act (Ontario) that all Taxes exigible under the Retail Sales Tax Act (Ontario) have been paid.

• 5.4. Preliminary Economic Assessment. Purchaser agrees to use commercially reasonable efforts to prepare a preliminary economic assessment on the molybdenum project located on the Property and file a technical report in respect of such preliminary economic assessment with securities authorities as soon as reasonably practicable following execution of this Agreement.

• 5.5. Equity Financing. Purchaser agrees to use commercially reasonable efforts to complete an equity financing on or before the Closing Date, raising gross proceeds of not less than $2,000,000 at a price per MR Share (or equivalent security) of not less than $0.25.

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• 5.6. TSX-V Approval . On or before the Closing Date, Purchaser shall provide written evidence of approval from the TSX-V for issuance of the MR Shares and written evidence the TSX-V’s conditional approval of the transactions contemplated hereunder as a Qualifying Transaction under TSX-V Policy 2.4 - Capital Pool Companies . If Purchaser receives notice or communication from the TSX-V that such approval is not forthcoming, it shall so notify Vendor without delay.

• 5.7. Additional Agreements. From the date hereof until the earlier of the Closing Date or the termination of this Agreement, subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable laws, each of the Parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereunder and to cooperate with each other in connection with the foregoing, including, as applicable, using commercially reasonable efforts:

• a) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements;

• b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby;

• c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby; and

• d) to effect all necessary registrations and other filings and submissions of information requested by any governmental entities or regulatory bodies.

• 5.8. Conduct of Business Relating to the Purchased Assets. Vendor covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Date and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of Purchaser, as required or permitted by this Agreement, or as required by law, Vendor shall conduct its business in respect of the Purchased Assets in the ordinary course and Vendor shall maintain and preserve the Purchased Assets and perform and comply with all of its obligations under all applicable contracts, including for greater certainty the Davidson Agreement. For greater certainty, Purchaser acknowledges that this Section 5.8 shall not apply to the conduct of business by Vendor in respect of its

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properties and assets other than the Purchased Assets. In particular, Vendor agrees to the following:

• a) Vendor will preserve intact its interest in and to the Property, the Davidson Agreement and the Purchased Assets.

• b) Other than as required to give effect to the transactions contemplated by this Agreement, Vendor will not, without the prior written consent of Purchaser, which will not be unreasonably withheld, directly or indirectly do or agree to do, any of the following:

• i. sell, lease, encumber or otherwise dispose of its interest in and to the Property, the Davidson Agreement, or any Purchased Asset;

• ii. other than as contemplated hereby, adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation, any of which could have a Material Adverse Effect on the Property, the Davidson Agreement, or any Purchased Asset;

• iii. take actions that could reasonably be expected to be prejudicial to any interest in and to the Property, the Davidson Agreement or any Purchased Asset, following the Closing Date; or

• iv. take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby.

• 5.9. Sale of MR Shares. For so long as the Vendor holds, directly or indirectly, not less than 10% of the issued and outstanding MR Shares, if the Vendor determines to assign, deal in, sell, trade or transfer any MR Shares, at any time within two years of the Closing Date, it shall first deliver a notice (a “ Share Sale Notice ”) to the Purchaser setting out the number of MR Shares that it wishes to dispose of and the proposed price per share. Within five (5) business days of receiving the Share Sale Notice (the “ Share Offer Period ”), the Purchaser shall provide the Vendor with a buyer for such shares. If the Purchaser does not provide the Vendor with a buyer during the Share Offer Period, the Vendor shall then have the right to dispose of such shares through the facilities of the TSX-V or through a private transaction, provided that if the Vendor disposes such shares through the facilities of the TSX-V,

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the Vendor agrees not to sell a number of MR Shares in excess of 10% of the daily volume (calculated based upon the twenty (20) trading day period immediately prior to the date of the sale) in any given trading day.

ARTICLE 6. MISCELLANEOUS

6.1. Confidentiality of Information .

• a) For the purposes of this Section 1, “ Confidential Information ” of a Party at any time means all information relating to that Party which at the time is of a confidential nature (whether or not specifically identified as confidential), is known or should be known by the other relevant Party or its representatives as being confidential, and has been or is from time to time made known to or is otherwise learned by the relevant other Party or any of its representatives as a result of the matters provided for in this Agreement, and includes:

• i. The existence and the terms of this Agreement and of any other contract, agreement, instrument, certificate or other document to be entered into as contemplated by this Agreement;

• ii. A Party’s business records;

• iii. all books, records, and all other information and documentation with respect to the business and the Purchased Assets provided by Vendor to Purchaser and its representatives, including all notes, analyses, compilations, studies, summaries and other material prepared by Purchaser and its representatives as a result of the books and records, information or documentation.

Notwithstanding the foregoing, Confidential Information does not include any information that at the time has become generally available to the public other than as a result of a disclosure by the other Party or any of its representatives, any information that was available to the other Party or its representatives on a non-confidential basis before the date of this Agreement or any information that becomes available to the other Party or its representatives on a nonconfidential basis from a Person (other than the Party to which the information relates or any of its representatives) who is not, to the knowledge of the other Party or its representatives, otherwise bound by confidentiality obligations to the Party to which the information relates in respect of the information or otherwise prohibited from transmitting the information to the other Party or its representatives.

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  - b) Each Party shall (and shall cause each of its representatives to) hold in strictest confidence and not use in any manner, other than as expressly contemplated by this Agreement, all Confidential Information of the other Parties. However, subject to Section 5.2 this obligation shall not apply to the disclosure of any Confidential Information where that disclosure is required by applicable law. In that case, the Party required to disclose (or whose representative is required to disclose) shall, as soon as possible in the circumstances, notify the other Parties of the requirement of the disclosure including the nature and extent of the disclosure and the provision of Applicable Law pursuant to which the disclosure is required. To the extent possible, the Party required to make the disclosure shall, before doing so, provide to the other Parties the text of any disclosure. On receiving the notification, the other Parties may take any reasonable action to challenge the requirement, and the affected Party shall (or shall cause the applicable representative to), at the expense of the other Parties, assist the other Parties in taking that reasonable action. Notwithstanding the foregoing, no disclosure shall be made of the amount of the Purchase Price, unless and to the extent required by Applicable Law.

  - c) Following the termination of this Agreement in accordance with Section 2.6, each Party shall (and shall cause each of its representatives to) promptly, on a request from any other Party, return to the requesting Party all copies of any tangible items (other than this Agreement), if any, that are or that contain Confidential Information of the requesting Party, except that if the Party so obligated to return Confidential Information or its representatives have prepared notes, analyses, compilations, studies or summaries containing or concerning any Confidential Information, then that Party may, instead of returning the notes, analyses, compilations, studies or summaries, destroy them and provide a certificate to that effect to the requesting Party.

• 6.2. Indemnity by Purchaser. Purchaser shall indemnify Vendor and Vendor’s shareholders, officers, directors, and representatives and save them harmless against, and will reimburse them for, any damages arising from, in connection with, or related in any manner whatsoever to:

• a) any incorrectness in or breach of any representation or warranty of Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or

• b) any breach or non-fulfilment of any covenant or agreement on the part of Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.

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• 6.3. Indemnity by Vendor . Vendor shall indemnify Purchaser and Purchaser’s shareholders, officers, directors, and representatives and save them harmless against, and will reimburse them for, any damages arising from, in connection with, or related in any manner whatsoever to:

• a) any incorrectness in or breach of any representation or warranty of Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or

• b) any breach or non-fulfilment of any covenant or agreement on the part of Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.

• 6.4. Further Assurances . Following the Closing, each of the Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.

• 6.5. Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

• 6.6. Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:

• a) when delivered by hand (with written confirmation of receipt); or

• b) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.

Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.6:

If to Vendor: 100 King Street West Suite 7010, PO Box 70 Toronto, ON M5X 1B1 Email: [ Redacted – Personal Information ]

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Attention: [ Redacted – Personal Information ], General Counsel

If to Purchaser:

217 Queen Street West

Suite 401

Toronto, ON M5V 0R2

Email: [ Redacted – Personal Information ]

Attention: [ Redacted – Personal Information ], Interim Chief Executive Officer

• 6.7. Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

• 6.8. Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

• 6.9. Entire Agreement . This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder and Disclosure Schedule (other than an exception expressly set forth as such in the Disclosure Schedule), the statements in the body of this Agreement will control.

• 6.10. Successors and Assigns . This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. Purchaser may not assign its rights or obligations hereunder without the prior written consent of Vendor, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

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• 6.11. No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

• 6.12. Amendment and Modification . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

• 6.13. Waiver . No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

• 6.14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

• 6.15. Forum Selection. Any action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in the courts of the Province of Ontario, and each party irrevocably submits and agrees to attorn to the exclusive jurisdiction of such courts in any such action or proceeding.

• 6.16. Time . With regard to all dates and time periods set forth in this Agreement, time is of the essence.

• 6.17. Currency . Except as otherwise expressly provided in this Agreement, all dollar ($) amounts referred to in this Agreement are stated in the lawful currency of Canada.

• 6.18. Counterparts . This Agreement may be executed in original, portable document format or other electronic means and in separate counterparts and may be delivered by electronic means, each of which when so executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

GENERATION MINING LIMITED

” By: ” Jamie Levy_ ________ Name: Jamie Levy Title: President and Chief Executive Officer

MOON RIVER CAPITAL LTD.

By: ” Ian McDonald_ ”_______ Name: Ian McDonald Title: Interim Chief Executive Officer

[Signature Page to Asset Purchase Agreement]

DISCLOSURE SCHEDULE

Section 1.01 — Purchased Assets:

• Vendor’s rights and interests in the Vending Agreement dated the 1^st day of April 2016 between Roda Holdings Inc. and Darnley Bay Resources Limited as annexed to this Agreement (the " Davidson Agreement "), and any and all of the Vendor’s rights to the underlying mineral leases (the “ Leases ”) and property contemplated in the Davidson Agreement, except as of the date of this Agreement, the Davidson Agreement has not been registered as an encumbrance on the Leases on the British Columbia mineral titles registry;

• All information, in any form, including any work in progress, relating directly or indirectly to the Property of the Davidson Agreement or any Purchased Asset, including, without limitation, books of account, personnel records, sales and purchase records, customer and supplier lists, lists of potential customers, referral sources, research and development reports and records, production reports and records, business reports, plans and projections, marketing and advertising materials, equipment logs, operating guides and manuals and all other documents, files, correspondence, e-mails, authorizations, environmental management systems (including data collected for the purpose of compliance with environmental laws and the preparation of reports to governmental entities or regulatory bodies) and other information (whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices); and

• All such other rights, interests, and assets of the Vendor connected or related to the Davidson Agreement or the Property, or required for the exploration and development of the Property.

Section 1.02 — Wire Transfer and Payment Instructions:

[ Redacted – Banking information ]

Section 2.02 – “ Material Adverse Effect ” means, when used with respect to a Party, the Property, the Davidson Agreement or any other Purchased Assets, any effect or change that is, or would reasonably be expected to be, material and adverse to (a) the business conducted or to be conducted by the applicable Party in respect of the Property or the Purchased Assets, or (b) the Property, the Davidson Agreement or any other Purchased Assets, taken as a whole, other than any matter, action, effect or change relating to or resulting from general economic, financial, currency exchange, securities, bullion or commodity market conditions and prices, in Canada or elsewhere.

Section 3.02 — No Conflicts; Consents:

• Consent of Roda Holdings Inc. per section 1.06 of the Davidson Agreement; and

• Consent of Wheaton Precious Metals Corp. pursuant to the terms of a General Security Agreement dated March 31, 2022.

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FORM 1

BILL OF SALE AND GENERAL CONVEYANCE

This Bill of Sale and General Conveyance agreement dated as of [_] , 2023, is entered into between Generation Mining Limited, an Ontario corporation (" Vendor ") and Moon River Capital Ltd., an Ontario corporation (" Purchaser "). Capitalized terms used in this Agreement have the meanings given to such terms herein.

WHEREAS :

• A. Vendor and Purchaser have entered into an asset purchase agreement dated as of September 13, 2023 (the " Asset Purchase Agreement "); and

• B. pursuant to the Asset Purchase Agreement, Vendor has agreed to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser has agreed to purchase from Vendor, all of Vendor's right, title and interest in and to the " Purchased Assets " (as defined in the Asset Purchase Agreement).

IN CONSIDERATION in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms

All capitalized terms used but not defined in this Bill of Sale have the meanings given to them in the Asset Purchase Agreement.

2. Conveyance

Effective as of the Closing Date:

• (a) Vendor hereby sells, assigns, transfers, conveys and delivers (collectively, the " Conveyance ") the Purchased Assets to Purchaser, on an “as-is, where-is” basis, free and clear of any Encumbrances, and all of Vendor's right, title and interest in and to the Purchased Assets, whether arising at law, in equity or otherwise and

• (b) Purchaser hereby accepts such Conveyance.

3. Assets Held in Trust

Vendor hereby acknowledges and agrees that the Purchased Assets are intended to be an inclusive list of all rights, interests, and assets of the Vendor connected to, or required for the exploration and development of, the Property. As to any of the assets, rights or interest intended to be included in the Purchased Assets conveyed, the title to which may not have passed to Purchaser by virtue of this Bill of Sale, the Vendor holds such assets, rights or interest in trust for the Purchaser to transfer and assign the same as the Purchaser may from time to time direct.

In respect of any contract, lease, license or other right, the assignment of which requires the consent of any other party or parties and such consent has not or cannot be obtained, the Vendor shall hold such contract, lease, license or other right for the benefit of the Purchaser and shall take any and all action with respect thereto as the Purchaser may reasonably direct for Purchaser’s account and benefit and at the Purchaser’s cost.

4. Further Assurances

Vendor covenants and agrees that, at any time and from time to time after the Closing Date, at the reasonable request and sole expense of Purchaser, it will perform, execute, acknowledge and deliver (or cause to be performed, executed, acknowledged and delivered) all such further acts, deeds, transfers, assignments and conveyance as may be required in order to more effectively permit the Conveyance of any of the Purchased Assets to Purchaser or the carrying out and performance of the terms of this Bill of Sale.

5. Conflicts

This Bill of Sale is made pursuant to the Asset Purchase Agreement and is not in derogation of any of the rights of Vendor or Purchaser under the Asset Purchase Agreement. The terms of the Asset Purchase Agreement shall not merge in this Bill of Sale. In the event of any conflict or inconsistency between this Bill of Sale and the Asset Purchase Agreement, the Asset Purchase Agreement shall govern and prevail.

6. Successors and Assigns; Assignment

This Bill of Sale shall enure to the benefit of and be binding upon the Parties and their administrators, successors and permitted assigns. Purchaser may not assign its rights or obligations under this Bill of Sale without the prior written consent of Vendor, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

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7. Severability

If any term or provision of this Bill of Sale is declared or deemed invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Bill of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction.

8. Governing Law

This Bill of Sale shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

9. No Third-Party Beneficiaries

This Bill of Sale is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Bill of Sale.

10. Counterparts

This Bill of Sale may be executed in original, portable document format or other electronic means and in separate counterparts and may be delivered by electronic means, each of which when so executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same instrument, binding on the parties as of the Closing Date.

[ Signature page follows ]

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IN WITNESS WHEREOF the Parties have executed this Bill of Sale as of the Closing Date.

GENERATION MINING LIMITED

Per:

Name: Title:

MOON RIVER CAPITAL LTD.

Per:

Name: Title:

[Signature page to Bill of Sale]