Month: September 2026

NORTH WALES, PA, Sept. 14, 2026 (GLOBE NEWSWIRE) — Toppoint Holdings Inc. (“Toppoint” or the “Company”) (NYSE American: TOPP), a truckload services and solutions provider focused on the recycling export supply chain, today announced that it expects to reincorporate from the State of Nevada to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion (the “Plan of Conversion”). The Plan of Conversion is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 10, 2026, as supplemented by the Company’s definitive additional materials filed on August 24, 2026 (collectively, the “Proxy Statement”).

As previously disclosed, the Company’s Board of Directors approved the Plan of Conversion and the transactions contemplated thereby, including the Reincorporation, on July 27, 2026, and the Company’s stockholders approved the Reincorporation at the Company’s 2026 Annual Meeting of Stockholders held on September 8, 2026. The Company expects the Reincorporation to become effective on or about September 25, 2026 (the time at which the Reincorporation becomes effective, the “Effective Time”), subject to the completion and acceptance of the required filings with the Nevada and Delaware Secretaries of State and the satisfaction of other customary conditions.

The Reincorporation will be effected through the filing and effectiveness of (i) Articles of Conversion with the Secretary of State of the State of Nevada, (ii) a Certificate of Conversion with the Secretary of State of the State of Delaware and (iii) a Certificate of Incorporation with the Secretary of State of the State of Delaware.

At the Effective Time, the Company will be converted from a Nevada corporation into a Delaware corporation and will continue its existence under the same name, Toppoint Holdings Inc. The Company’s domicile will change from the State of Nevada to the State of Delaware, and the Company’s affairs will cease to be governed by the laws of the State of Nevada and the Company’s existing Articles of Incorporation, as amended, and Bylaws, as amended. Instead, the Company’s affairs will be governed by the laws of the State of Delaware, the Delaware Certificate of Incorporation and the bylaws adopted in connection with the Reincorporation.

At the Effective Time, each share of the Company’s common stock, par value $0.0001 per share, outstanding immediately before the Effective Time will automatically convert into one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Company as a Delaware corporation. Each certificate or book-entry position representing the Company’s common stock immediately before the Effective Time will thereafter represent the same number of shares of common stock of the Company as a Delaware corporation, without any action by stockholders or any exchange or reissuance of certificates.

At the Effective Time, each outstanding option, warrant, restricted stock unit or other right to acquire, and each security convertible into, shares of the Company’s common stock will continue in existence as a corresponding right to acquire, or security convertible into, an equal number of shares of common stock of the Company as a Delaware corporation on the same terms and conditions. Each equity plan under which any such award was granted will continue as an equity plan of the Company following the Reincorporation.

In connection with the Reincorporation and as approved by the Company’s stockholders at the 2026 Annual Meeting, the number of shares of common stock the Company is authorized to issue is expected to increase from 300,000,000 shares to 1,000,000,000 shares at the Effective Time. The increase in authorized shares will not, by itself, result in the issuance of any additional shares or otherwise change the number of shares issued and outstanding.

The Reincorporation is not expected to result in any change in the Company’s headquarters, business operations, management, properties, offices or facilities, number of employees, obligations, assets, liabilities or net worth, other than as a result of the costs incident to the Reincorporation. The Reincorporation is also not expected to materially affect any of the Company’s material agreements with third parties, and the Company’s rights and obligations under those agreements are expected to continue as the rights and obligations of the Company following the Reincorporation, subject to the terms of such agreements.

Following the Effective Time, the Company’s common stock is expected to continue trading on NYSE American under the symbol “TOPP.” The Company does not expect any interruption in trading as a result of the Reincorporation.

About Toppoint Holdings Inc.

Toppoint Holdings Inc. (NYSE American: TOPP) is a truckload services and solutions provider focused on the recycling export supply chain. The Company is a key player in the New Jersey and Pennsylvania regional trucking market for waste paper, and also transports scrap metal and wooden logs from large waste companies, recycling centers, and commodity traders to the ports of Newark, NJ and Philadelphia, PA. Toppoint additionally provides import transportation services at these ports and has expanded into markets including Tampa, Jacksonville, and Miami, FL; Baltimore, MD; Ensenada, Mexico; and Houston, TX. The Company is incorporated in Nevada and headquartered in North Wales, Pennsylvania.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the Company’s plans, expectations, expansion strategy, anticipated collections on loan receivables, and financial outlook. Actual results may differ materially from those anticipated due to factors including changes in market conditions, tariff and trade policy developments, commodity price volatility, port congestion, fuel costs, competitive dynamics, the Company’s ability to collect on outstanding loan receivables, liquidity constraints, previously disclosed material weaknesses in internal control over financial reporting, and other risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed March 25, 2026 and its Quarterly Report on Form 10-Q for the period ended June 30, 2026. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Investor Relations Contact

Toppoint Holdings Inc.
1250 Kenas Road, North Wales, PA 19454
Phone: 551-866-1320
NYSE American: TOPP

Nature’s First Nutrition Meets Nature’s First Fountain of Youth in One Formula

SANTA MONICA, CA, Sept. 14, 2026 (GLOBE NEWSWIRE) — Oliveda International, Inc. (OTCID: OLVI) today announced the introduction of ARISTAEOS—the world’s first combination of colostrum and hydroxytyrosol – by its OLIVE TREE PEOPLE subsidiary. ARISTAEOS brings together two of nature’s most extraordinary biological creations for the first time in one formula.

More than 23 years ago, when Olive Tree People Founder Thomas Lommel began his journey with the olive tree, he immersed himself in its history, mythology and ancient knowledge.

There he discovered Aristaeos—the Greek god and guardian of olive cultivation, credited with teaching humanity how to cultivate wild olive trees and produce olive oil.

Inspired by this story, Lommel conceived Aristaeos Cooperativa Mediterranea, a Mediterranean cooperative centered around the olive tree and the people who cultivate it.

Every one of the company’s mountain olive trees is eco-certified. Each tree carries its own yellow plaque bearing the name Aristaeos Cooperativa Mediterranea together with its exact geographical coordinates.

No tree is anonymous.
Every tree has its own place.
Every tree has its own identity.

Now the name returns.

With ARISTAEOS Colostrum + Hydroxytyrosol, Olive Tree People brings together two of nature’s most extraordinary biological creations for the first time.

Colostrum is nature’s first nutrition – a naturally complex bioactive matrix created at the beginning of life.

Hydroxytyrosol is part of the protective intelligence of the olive tree – nature’s living fountain of youth. A tree capable of surviving, regenerating and remaining productive for thousands of years, with individual olive trees estimated to be as old as 4,000 years.

One is created at the beginning of life.
The other comes from nature’s ancient fountain of youth.

For the first time, they meet in one formula.

Each serving of ARISTAEOS combines 2 grams of premium grass-fed bovine colostrum concentrate with 5 milligrams of olive leaf extract, naturally providing 0.3 milligrams of hydroxytyrosol.

The olive leaf extract is derived from leaves grown on Olive Tree People’s own eco-certified mountain olive trees in Andalusia, Spain.

Mr. Lommel commented, “Colostrum represents the beginning of life. The olive tree represents nature’s ancient fountain of youth. With ARISTAEOS, we are bringing these two worlds together for the first time – Nature’s first nutrition united with hydroxytyrosol from our own olive trees. This is not another colostrum. It is the beginning of an entirely new category.”

ARISTAEOS is made in the United States and contains 60 daily servings.

ARISTAEOS Colostrum + Hydroxytyrosol
NATURE’S FIRST NUTRITION MEETS NATURE’S LIVING FOUNTAIN OF YOUTH.

About Olive Tree People
Olive Tree People is a pioneer and leading force in waterless beauty. Instead of using the conventional water phase found in most skincare products, the company replaces water with its proprietary olive leaf cell elixir and combines it with powerful olive-tree ingredients, including Hydroxytyrosol.

Founded by olive tree farmer Thomas Lommel, Olive Tree People develops skincare, beauty and holistic experiences based on more than 20 years of work with mountain olive trees and the principles of Olive Tree Therapy.

About Oliveda International, Inc. 
Oliveda International, Inc. and its subsidiary, Olive Tree People Inc., as well as the European companies, Olive Tree People Europe AG, Oliveda Deutschland GmbH, and Olive Tree Farmers SL, were founded by the German real estate investor Thomas Lommel. The companies possess over 20 years of experience in management and organic certification growing mountain olive trees; in the extraction of first-class, internationally award-winning extra virgin olive oils; the extraction of hydroxytyrosol; and the production and distribution of cosmetic and holistic waterless products related to the olive tree.  Lommel is the inventor of the “Olive Tree Therapy 10 Years in 14 Days” as well as the inventor of olive matcha, which is based on the ground olive leaf. Also unique is the coffee replacement developed by Lommel, which is based on the olive leaf and hydroxytyrosol.  In addition, Lommel is successfully active in the rapidly growing mindfulness industry with the olive tree sound bath meditation he developed and the frequencies of his olive trees, which he makes available worldwide.

In addition to the registered beauty brands, Oliveda and LA Dope, as well as the brands Olive Rose, OLIVE re:connected to Nature, The Intuition of Nature, Olive Mush, Baby & Mom, and Is That Matty?, Lommel is the region’s largest conservationist and protector of over 30,000 one-hundred-year-old mountain olive trees. With his Thomas Lommel Foundation, he brings the water that he does not use into his waterless beauty products to the people of Africa by building water wells on site.

The company’s direct-to-consumer network includes tens of thousands of Waterless Beauty Consultants in North America and Europe. In addition to online sales and a Europe-wide branch network of thousands of retail stores, Oliveda Deutschland GmbH operates its own flagship stores in Berlin and Düsseldorf.

The brand’s treatment concepts are unique worldwide, and their effectiveness has been confirmed by conventional medicine.  Read our book The Olive Tree Therapy 10 Years in 14 Days. Waterless beauty has been called “The Next Big Thing” in articles in U.S. Vogue, Harper’s Bazaar, InStyle, Elle, Madame, Forbes, and many other industry publications, as well as by Mintel, a world-leading futurology institute.  Gigi Hadid and many other celebrities are already Oliveda fans and support its success.  Further information on Oliveda International, Inc. and its subsidiaries and associate companies and brands can be found at www.olivetreepeople.com

Forward-Looking Statements
This press release may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties, which may be found in the Company’s filings with OTC Markets Group Inc., that could cause actual results to differ materially from the Company’s historical experience and present expectations or projections. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made.  The Company expressly disclaims any obligation or intention to publicly update or revise any forward-looking statements unless otherwise required by law.

Attachments

• Aristaeos_Tag
• Aristaeos_Bottle

CONTACT: OLVI Investor Relations
619-202-7456
olvi@advanceprgroup.com

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days through SEDAR+

TORONTO, Sept. 14, 2026 (GLOBE NEWSWIRE) — Primaris Real Estate Investment Trust (“Primaris” or the “Trust”) (TSX:PMZ.UN) announced today that it has entered into an agreement with a syndicate of underwriters bookrun by TD Securities Inc., Desjardins Capital Markets and RBC Capital Markets (the “Underwriters”), pursuant to which the Underwriters will purchase, on a bought-deal basis, an aggregate of 9,910,000 units of Primaris (“REIT Units”) at a price of $20.20 per REIT Unit (the “Offering”) for gross proceeds of approximately $200 million. The Offering is expected to close on or about September 22, 2026, and is subject to customary closing conditions, including the approval of the Toronto Stock Exchange.

Primaris has granted the Underwriters an over-allotment option to purchase up to an additional 1,486,500 REIT Units from treasury on the same terms and conditions, exercisable at any time, in whole or in part, for a period of 30 days following the closing of the Offering. If the over-allotment option is exercised in full, the total gross proceeds of the Offering to Primaris will be approximately $230 million.

Primaris intends to use the net proceeds from the Offering to fund the Trust’s future acquisitions and for general trust purposes. The Trust is in various stages of negotiations on potential acquisitions with an aggregate potential purchase price of over $1 billion. 

“Primaris continues to benefit from a strong balance sheet, growing cash flow and a differentiated portfolio of market-leading enclosed shopping centres. This offering further enhances our financial flexibility and liquidity, positioning us to capitalize on attractive acquisition opportunities while maintaining our disciplined approach to capital allocation and leverage management,” said Alex Avery, Chief Executive Officer.

The REIT Units will be offered in all provinces and territories of Canada pursuant to Primaris’ base shelf prospectus, dated September 8, 2026, as supplemented by a prospectus supplement to be filed with the Canadian securities regulators in all of the provinces and territories of Canada. Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to the documents. The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days, through SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained, without charge, from: TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, Attention: Symcor, NPM, or by telephone at (289) 360-2009 or by email at sdcconfirms@td.com; or Desjardins Capital Markets at 25 York St., 10th Floor, Toronto, Ontario M5J 2V5, Attention: Equity Capital Markets or by email at ecm@desjardins.com; or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, Attention: Distribution Centre, by e-mail at Distribution.RBCDS@rbccm.com; by providing the contact with an email address or address, as applicable. The base shelf prospectus and prospectus supplement will contain important detailed information about the Trust and the Offering. Prospective investors should read the shelf prospectus and prospectus supplement (when filed) and the other documents the Trust has filed on SEDAR+ before making an investment decision.

The REIT Units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities law and may not be offered or sold in the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the REIT Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Primaris Real Estate Investment Trust

Primaris is Canada’s only enclosed shopping centre focused REIT, with ownership interests in leading enclosed shopping centres located in growing Canadian markets. The current portfolio totals 14.6 million square feet, valued at approximately $5.2 billion at Primaris’ share. Economies of scale are achieved through its fully internal, vertically integrated, full-service national management platform. Primaris is very well-capitalized and is exceptionally well positioned to take advantage of market opportunities at an extraordinary moment in the evolution of the Canadian retail property landscape.

Forward-Looking Statements

Certain statements included in this news release constitute ‘‘forward-looking information’’ or “forward-looking statements” within the meaning of applicable securities laws. The words “will”, “expects”, “plans”, “estimates”, “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements made or implied in this news release include but are not limited to statements regarding: the terms of the REIT Units, the date of closing of the Offering, the use of proceeds from the Offering and the issuance of REIT Units, if any, pursuant to the over-allotment option, the enhancement of financial flexibility and liquidity as a result of the Offering and acquisition opportunities. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on estimates and assumptions that are inherently subject to risks and uncertainties. Primaris cautions that although it is believed that the assumptions are reasonable in the circumstances, actual results, performance or achievements of Primaris may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in the Trust’s management’s discussion and analysis for the year ended December 31, 2025 and 2024, which is available on SEDAR+, and in Primaris’ other materials filed with the Canadian securities regulatory authorities from time to time.

For more information:	TSX: PMZ.UN	www.primarisreit.com	www.sedarplus.ca
Alex Avery Chief Executive Officer 416-642-7837 aavery@primarisreit.com	Rags Davloor Chief Financial Officer 416-645-3716 rdavloor@primarisreit.com	Julian Schonfeldt Chief Investment Officer 647-212-6519 jschonfeldt@primarisreit.com	Claire Mahaney VP, Investor Relations & ESG 647-949-3093 cmahaney@primarisreit.com
Timothy Pire Chair of the Board chair@primarisreit.com

The prospectus supplement, the corresponding base shelf prospectus and any amendment thereto in connection with the Bought Deal Financing (as defined below) will be accessible through SEDAR+ within two business days

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO, Sept. 14, 2026 (GLOBE NEWSWIRE) — Generation Mining Limited (TSX: GENM) (OTCQB: GENMF) (“Generation” or the “Company”) is pleased to announce that it has secured $340 million representing the final funding and financing component (“Final Funding”) required to complete the fully financed construction package for its 100%-owned Marathon Copper-Palladium Project (the “Marathon Project”), located near Marathon, Northwestern Ontario, Canada, including anchor investments of approximately $140 million from Canada Growth Fund (“CGF”) and $50 million from Canada Infrastructure Bank (“CIB”).

With the Final Funding now in place, together with the previously announced senior secured debt, subordinated debt, undrawn portion of the metal stream, and estimated equipment leasing (“Previously Announced Financings”), Generation has arranged the financing required for construction of the Marathon Project.

Highlights of the Final Funding are as follows:

• Bought deal financing of $200 million (the “Bought Deal Financing”) of which an aggregate of approximately $100 million was committed to by CGF, Wheaton Precious Metals, and Glencore Canada Corporation (“Glencore Canada”).
• Private placement (the “Private Placement”) of $40 million by CGF.
• Subordinated Unsecured Convertible Note (the “Note Financing”) of $100 million pursuant to the following allocations: $50 million by CGF and $50 million by CIB.

In addition to the Final Funding, the Company and Glencore AG (collectively with Glencore Canada, “Glencore”) have agreed to terms with respect to a copper and metal supply contract (the “Offtake Agreement”), 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 Canada’s Horne smelter in Rouyn-Noranda, Québec (Canada’s only copper smelter) as well as Glencore Canada’s CCR refinery and further domestic value-added processing.

Taken together, the Final Funding and the Previously Announced Financings (see press releases dated June 17, 2026, June 22, 2026, and March 31, 2022) represent a fully financed construction package of approximately $1.3 billion (“Fully Financed Construction Package”). The Board is expected to convene and make a final investment decision following the completion of all financings comprising the Final Funding.

The Bought Deal Financing, Private Placement, Note Financing and Previously Announced Financings remain subject, where applicable, to shareholder, stock exchange and other required regulatory approvals, execution of definitive documentation, intercreditor agreements and satisfaction of customary conditions precedent.

The Fully Financed Construction Package incorporates a $185 million cost overrun facility for the benefit of the senior lenders of which $95 million will be funded under the Final Funding and $90 million of which will be funded under the previously-announced CIB subordinated debt facility (see press release dated June 22, 2026). This is in addition to the $119 million contingency portion of the capital costs to build the mine. The Fully Financed Construction Package also includes surety bonds for closure and fisheries offset commitments as well as letters of credit totaling $78 million.  

Jamie Levy, President and Chief Executive Officer, stated, “Today is a landmark day for Generation Mining. With the Final Funding now secured, we have completed a fully financed construction package for the Marathon Project. This important milestone was made possible by the complementary tools put in place by the Government of Canada to help complete the project’s financing stack, with CGF providing equity financing and CIB providing debt financing. With financing now complete, we are thrilled to begin early works construction in Q4 2026 and move the Marathon Project toward production as Canada’s next major producer of copper and palladium.”

Brian Jennings, Chief Financial Officer stated, “To assemble project capital totaling approximately $1.3 billion for a company of our size is a significant accomplishment. This could not have been done without the support of CGF, CIB, Wheaton Precious Metals, Glencore, senior lenders, our equity partners and advisors. This project will be a generational asset for our shareholders and for Canada’s critical minerals sector, and I want to sincerely thank everyone involved.”

“CGF was established to unlock strategic projects across Canada by deploying capital through specialized financial instruments that mobilize private investment into strategically important assets,” said Yannick Beaudoin, President and Chief Executive Officer of Canada Growth Fund Investment Management Inc. (“CGFIM”). “Building on its investment expertise, CGFIM has helped support the Marathon Project and is advancing a new Canadian source of copper and palladium, strengthening critical minerals supply chains and supporting long-term economic growth.”

Ehren Cory, Chief Executive Officer of the Canada Infrastructure Bank, shared, “The Marathon Project will help build a resilient, made-in-Canada supply chain for the critical minerals that power our clean economy. We are pleased to make our first investment in Ontario’s critical minerals sector and we look forward to seeing construction get underway.”

Details of the Final Funding and Offtake Agreement summarized above are as follows:

Bought Deal Financing

In connection with the Bought Deal Financing, the Company entered into an agreement with BMO Capital Markets as sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 312,500,000 common shares of the Company (the “Common Shares”) at a price of $0.64 per Common Share for gross proceeds of $200 million. The Bought Deal Financing is expected to close on or about September 21, 2026 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange (“TSX”).

The Company intends to use the net proceeds from the Bought Deal Financing (and the Private Placement and Note Financing) to fund the development, construction and operation of the Marathon Project, and associated general and administrative and financing costs.

The Common Shares to be issued pursuant to the Bought Deal Financing will be offered: (i) in each of the provinces and territories of Canada, except Québec and Nunavut, by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated February 24, 2026 (the “Base Shelf Prospectus”), which Prospectus Supplement will be filed with the securities commissions within two business days; (ii) in the United States or to or for the account or benefit of “U.S. persons” as defined by Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), by way of private placement pursuant to the exemption from registration provided for under Section 4(a)(2) of the U.S. Securities Act and the applicable securities laws of any state of the United States; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.

Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to such documents is provided in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days from the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, Base Shelf Prospectus, and any amendment to such documents may be obtained, without charge, by contacting BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, ON, L6S 6H2, by telephone at 905-791-3151 Ext 4312, or by email at torbramwarehouse@datagroup.ca.

The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Private Placement

CGF provided the Company with an equity commitment letter whereby it agreed to subscribe through a subsidiary, on a private placement basis, for Common Shares and Convertible Notes, subject to certain conditions. Pursuant to the Private Placement, the Company will issue an aggregate 62,500,000 Common Shares at a price of $0.64 per Common Share, for gross proceeds of $40 million. The closing of the subscription by CGF shall occur immediately following the issuance of the Common Shares pursuant to the Bought Deal Financing, and remains subject to the approval of the TSX.

As a condition to the completion of the equity investment by CGF, the Company and CGF have agreed to enter into an investor rights agreement providing CGF 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.

Convertible Note

The Convertible Notes were priced at a 40% conversion premium to the Bought Deal Financing and Private Placement pricing (the “Conversion Price”), carry an interest rate of 9% per annum payable semi-annually, and have a term ending on the earlier of (a) 11 years from issuance and (b) where the senior debt facility and CIB Subordinated Facility have been repaid or refinanced in full, the later of 7 years from issuance and 12 months following such repayment or refinancing.

The Convertible Notes have an optional conversion right in favour of the Company if at any time after the third anniversary of issuance of the Convertible Notes the last reported sale price of Generation for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date Generation provides notice of the early conversion exceeds 130% of the Conversion Price. Interest may be paid in cash or, subject to the distribution conditions of the Company’s project finance facilities, on a payment-in-kind (“PIK”) basis.

The Convertible Notes are unsecured, subordinated obligations of Generation and are convertible into Common Shares, subject to a 19.9% beneficial ownership limitation per noteholder.

Completion of the Note Financing is subject to specified shareholder approvals in accordance with applicable regulatory requirements, including the TSX. The Company anticipates convening a special shareholder meeting scheduled for Q4, 2026 in which such shareholder approvals will be sought.

Offtake Agreement

The terms of the Offtake Agreement provide that upon the date of first commercial production at the Marathon Project, and continuing for the life-of-mine, subject to a minimum contractual term of 14 years commencing September 1, 2028, Glencore AG will buy 100% of concentrate production in the first two calendar years following first commercial production and from year 13 of the contract onward. In the intervening years, Glencore AG is entitled to receive approximately 50% of annual mine production pursuant to an agreed annual scheduling mechanism that accommodates the Company’s other offtake commitments.

Advisors

BMO Capital Markets is acting as sole bookrunner on the Bought Deal, and Endeavour Financial is acting as project financing advisor to the Company. Cassels Brock & Blackwell LLP and A&O Shearman and are acting as legal advisors to the Company for the equity and project financing of the Marathon Project. Norton Rose Fulbright Canada LLP is acting as legal advisor to CGF, CGFIM and CIB. Miller Thomson LLP is acting as legal advisor for the Underwriters.

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/.

About Canada Growth Fund 

CGF is a $15 billion arm’s-length investment vehicle designed to attract private capital to build Canada’s clean economy. It uses investment instruments that absorb certain risks to catalyze private investment in low-carbon projects, technologies, businesses, and supply chains. Visit http://www.cgf-fcc.ca for more information.

For CGF’s Media relations, contact mediacgf@cgf-fcc.ca.

About Canada Growth Fund Investment Management

In Budget 2023, the Government of Canada appointed PSP Investments, through a wholly owned subsidiary, to act as the asset manager for CGF. CGFIM serves as the independent and exclusive asset manager for CGF.

About Canada Infrastructure Bank

The CIB is an impact investor developing the next generation of infrastructure Canadians need. The CIB brings business, investors, Indigenous communities and government together to help deliver outcomes like sustainable economic growth, energy security and competitiveness. The CIB has invested more than $19 billion towards 115 projects, 17 of which are now complete and supporting economic growth and jobs nationwide. www.cib-bic.ca.

For further information, please contact:

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

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 filing of the Prospectus Supplement, the proposed use of proceeds of the Bought Deal Financing, Private Placement and Note Financing, receipt of all regulatory and shareholder approvals related to the Bought Deal Financing, Private Placement and Note Financing, the completion of the Bought Deal Financing, Private Placement and Note Financing including the expected closing date of each, 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

These include the timing of the Bought Deal Financing, Private Placement and Note Financing and regulatory and shareholder approvals, as applicable; 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 .