Access the original document here Preliminary Base Shelf Prospectus
A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, other than Qubec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the security regulatory authorities.
This preliminary short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada, other than Qubec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. Unless an exemption from the prospectus delivery requirement has been granted, or is otherwise available, the legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada.Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Investor Relations of Generation Mining Limited, at 100 King Street West, Suite 7010, PO Box 70 Toronto, Ontario M5X 1B1, telephone (416)640-2954and are also available electronically atwww.sedarplus.ca.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue
May 14, 2024
GENERATION MINING LIMITED
$60,000,000
Common Shares
Debt Securities
Subscription Receipts
Warrants
Units
Generation Mining Limited ("Generation" or the "Corporation") may from time to time offer and issue the following securities: (i) common shares of the Corporation (the "Common Shares"); (ii) debt securities of the Corporation ("Debt Securities"); (iii) subscription receipts ("Subscription Receipts") exchangeable for Common Shares and/or other securities of the Corporation; (iv) warrants exercisable to acquire Common Shares and/or other securities of the Corporation ("Warrants"); and (v) securities comprised of more than one of Common Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit ("Units"), or any combination thereof having an offer price of up to $60,000,000 aggregate (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the "Prospectus") remains valid. The Common Shares, Debt Securities, Subscription Receipts, Warrants and Units (collectively, the "Securities") offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (collectively or individually, as the case may be, "Prospectus Supplements"). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.
The specific terms of any offering of Securities will be set forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common shares being offered; (ii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, maturity, interest provisions, authorized denominations, offering price, whether the Debt Securities are being offered for cash, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt
Securities (provided that the Debt Securities shall only be convertible or exchangeable into Common Shares or other securities of the Corporation), and any other terms specific to the Debt Securities being offered; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of the Corporation and any other terms specific to the Subscription Receipts being offered; (iv) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the terms, conditions and procedures for the exercise of such Warrants into or for Common Share and/or other securities of the Corporation and any other specific terms; and (v) in the case of Units, the number of Units being offered, the offering price, the terms of the Common Shares, Debt Securities, Subscription Receipts and/or Warrants underlying the Units, and any other specific terms. The Corporation does not intend on issuing "novel" securities pursuant to this Prospectus, as such term is defined under National Instrument 44-
102 - Shelf Distributions ("NI44-102").
All shelf information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted. Each Prospectus Supplement will be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities covered by that Prospectus Supplement.
This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, without limitation, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. This Prospectus may qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as CORRA (the Canadian Overnight Repo Rate Average), and/or convertible into or exchangeable for Common Shares.
The Corporation may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Corporation from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. See "Plan of Distribution".
This Prospectus may qualify an "at-the-market distribution" (as such term is defined in NI 44-102). In connection with any offering of the Securities, other than an "at-the-market distribution", the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters' over-allocation position acquires those Securities under this Prospectus, regardless of whether the overallocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases See "Plan of Distribution".
In connection with the filing by the Corporation of this Prospectus, the Corporation has undertaken not to distribute Securities in Canada by way of an "at-the-market distribution" under the Prospectus unless the Corporation has filed an amendment to this Prospectus adding Qubec as a jurisdiction in which the Securities will be distributed or otherwise obtained exemptive relief therefrom.
No underwriter of the "at-the-market distribution", and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under an "at-the-market" prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities.
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The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "GENM" and on the OTCQB Venture Marketplace ("OTCQB") under the symbol "GENMF". On May 13, 2024, the last full trading day prior to the date of this Prospectus, the closing price per Common Share on the TSX was $0.28 and on the OTCQB was US$0.202. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which these Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation.
Investing in Securities involves a high degree of risk. A prospective purchaser should therefore review this Prospectus and the documents incorporated by reference in their entirety and carefully consider the risk factors described under "Risk Factors" prior to investing in such Securities.
No underwriter, agent, or dealer has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.
The head and registered office of the Corporation is located at 100 King Street West, Suite 7010, PO Box 70, Toronto, Ontario M5X 1B1.
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TABLE OF CONTENTS ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS 1 MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 1 FINANCIAL INFORMATION 2 DOCUMENTS INCORPORATED BY REFERENCE 2 THE CORPORATION 4 CONSOLIDATED CAPITALIZATION 4 USE OF PROCEEDS 4 EARNINGS COVERAGE RATIO 5 DESCRIPTION OF COMMON SHARES 5 DESCRIPTION OF DEBT SECURITIES 5 DESCRIPTION OF SUBSCRIPTION RECEIPTS 6 DESCRIPTION OF WARRANTS 7 DESCRIPTION OF UNITS 8 PLAN OF DISTRIBUTION 8 PRIOR SALES 9 MARKET FOR SECURITIES 9 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 9 RISK FACTORS 9 LEGAL MATTERS 10 PROMOTERS 11 INTEREST OF EXPERTS 11 TRANSFER AGENT AND REGISTRAR 12 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION 12 CERTIFICATE OF THE CORPORATION C-1 CERTIFICATE OF THE PROMOTERS C-2
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ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS
An investor should rely only on the information contained in this Prospectus (including the documents incorporated by reference herein) and is not entitled to rely on parts of the information contained in this Prospectus (including the documents incorporated by reference herein) to the exclusion of others. The Corporation has not authorized anyone to provide investors with additional or different information. The Corporation is not offering to sell the Securities in any jurisdictions where the offer or sale of the Securities is not permitted. The information contained in this Prospectus (including the documents incorporated by reference herein) is accurate only as of the date of this Prospectus (or the date of the document incorporated by reference herein, as applicable), regardless of the time of delivery of this Prospectus or any sale of the Common Shares, Debt Securities, Subscription Receipts, Warrants and/or Units. The Corporation's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.
MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION
References to dollars or "$" are to Canadian currency unless otherwise indicated.
Unless the context otherwise requires, all references in this Prospectus to the "Corporation" refer to the Corporation and its subsidiary entity on a consolidated basis.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Prospectus contains "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation (collectively referred to herein as "forward-lookinginformation" or "forward- looking statements"). Forward-looking information includes, but is not limited to, statements with respect to: the use of proceeds of an offering of Securities; the timing for completion of any offering of Securities; the results of the Technical Report (as defined herein) completed on the Marathon Project (as defined herein); the estimation of mineral resources and mineral reserves; the impact and implications of the economic statements related to the Technical Report, such as future projected production, costs, including, without limitation, AISC (all-in sustaining costs), total cash costs, cash costs per ounce, capital costs and operating costs, mineral resource estimates, mineral reserve estimates, recovery rates, IRR (internal rate of return), NPV (net present value), mine life, CAPEX (capital expenditures), payback period, sensitivity analysis to copper, palladium, platinum, gold and silver prices, timing of future studies, environmental assessments (including timing of an environmental impact study) and development plans, and the Corporation's understanding of the Marathon Project; the potential to extend mine life beyond the period contemplated in the Technical Report, the opportunity to expand the scale of the Marathon Project and the Marathon Project becoming a cornerstone mining project in Ontario and Canada; the Corporation's exploration and development potential and timetable associated with the Marathon Project; the future price of commodities; the ability to raise additional financing; the timing and cost of estimated future exploration and development activities; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Mineral resource estimates, mineral reserve estimates, the Technical Report and certain other technical and scientific information are based on the assumptions and parameters set out herein, in the technical report and feasibility study entitled "Feasibility Study Update Marathon Palladium & Copper Project Ontario, Canada" dated March 31, 2023 (with an effective date of December 31, 2022) prepared for the Corporation by Carl Michaud, P.Eng. and Alexandre Dorval, P.Eng., each of G Mining Services Inc., Jean-Francois Maille, P.Eng. of JDS Energy and Mining, Inc., Craig N. Hall, P.Eng. of Knight Pisold Consulting, Eugene J. Puritch, P.Eng., Ms. Jarita Barry, P.Geo., Fred H. Brown, P.Geo., David Burga, P.Geo. and William Stone, PhD, P.Geo., each of P & E Mining Consultants Inc., and Ben Bissonnette, P.Eng., Joe Paventi, P.Eng. and Sumit Nair, P.Eng., each of Wood Canada Limited (the "Technical Report") and on the opinion of "qualified persons" (as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI43-101")).Forward-looking information is also based on the opinions and estimates of management as of the date
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such statements are made. Estimates regarding the anticipated timing, amount and cost of activities are based on informed reasonable assumptions, the key ones of which are set out herein, in the AIF (as defined herein) and in the Technical Report. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information including, but not limited to, those relating to: fluctuations in the state of the economy and capital markets, and general market turbulence; the future price of commodities; the estimation of mineral resources and mineral reserves and the assumptions on which they are based; the discovery of mineral resources and mineral reserves on the Corporation's mineral properties; the influence exercised by a significant shareholder of the Corporation over the Corporation; permitting timelines; the Corporation's ability to carry on exploration, development, and mining activities; tonnage of ore to be mined and processed; ore grades and recoveries; decommissioning and reclamation estimates; the timing and results of drilling programs; unexpected events and delays during exploration; variations in grade and recovery rates; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; the effect on the Corporation of any changes to existing legislation or policy; government regulation of mining operations; the length of time required to obtain permits, certifications and approvals; cost of supplies and labour force; future commodity prices; exchange rate fluctuations; failure of plant, equipment or processes to operate as anticipated; accidents; labour disputes; future costs of supplies and labour; risks inherent in conducting exploration, development and operational mining activities; community relations, including relations with First Nations, Mtis and other community groups and stakeholders; the impact of geopolitical events including the war in the Ukraine and Middle East; other risks of the mining industry and those risk factors identified elsewhere in this Prospectus, the AIF, the Technical Report and other disclosure documents of the Corporation filed on SEDAR+ at www.sedarplus.ca. Although management of the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. This list is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. Although the Corporation believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward- looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. See the section entitled "Risk Factors" below, and the section entitled "Risk Factors" in the AIF, for additional risk factors that could cause results to differ materially from forward-looking statements.
Investors are cautioned not to put undue reliance on forward-looking information. The forward-looking information contained herein are made as of the date of this Prospectus and, accordingly, are subject to change after such date.
The Corporation disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Corporation's filings with the Canadian securities regulators, which can be viewed online under the Corporation's issuer profile on SEDAR+ atwww.sedarplus.ca.
FINANCIAL INFORMATION
The financial statements of the Corporation are presented in Canadian dollars and such financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). Unless otherwise indicated, any other financial information included or incorporated by reference in this Prospectus has been prepared in accordance with IFRS.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Investor Relations of the Corporation, at 100 King Street West, Suite 7010, PO Box 70, Toronto, Ontario M5X 1B1, and are also available electronically at www.sedarplus.ca.
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As of the date hereof, the following documents, filed with the various securities commissions or similar authorities in each of the provinces and territories of Canada, other than Qubec, are specifically incorporated by reference into and form an integral part of this Prospectus:
* the annual information form of the Corporation for the fiscal year ended December 31, 2023, dated March 28, 2024 (the " AIF");
* the audited annual consolidated financial statements of the Corporation as at and for the years ended December 31, 2023 and 2022, together with the notes thereto and the auditor's report thereon;
* the management's discussion and analysis of financial condition and results of operations of the Corporation for the years ended December 31, 2023 and 2022 (the " Annual MD&A");
* the unaudited interim condensed consolidated financial statements of the Corporation for the three months ended March 31, 2024, together with the notes thereto (the " Interim Financial Statements");
* the management's discussion and analysis of financial condition and results of operations of the Corporation for the three months ended March 31, 2024 (the " Interim MD&A"); and
* the management information circular of the Corporation dated May 5, 2024 prepared in connection with the annual meeting of shareholders of the Corporation to be held on June 13, 2024 (the " Meeting").
All material change reports (excluding confidential material change reports), annual information forms, annual financial statements and the auditors' report thereon and related MD&A, interim financial statements and related MD&A, information circulars, business acquisition reports, any news release issued by the Corporation that specifically states it is to be incorporated by reference in this Prospectus and any other documents as may be required to be incorporated by reference herein under applicable Canadian securities laws which are filed by the Corporation with a securities commission or any similar authority in Canada after the date of this Prospectus, during the 25-month period this Prospectus remains valid, shall be deemed to be incorporated by reference into this Prospectus.
Upon a new interim financial report and related MD&A of the Corporation being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous interim financial report and related MD&A of the Corporation most recently filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new annual financial statements and related MD&A of the Corporation being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual financial statements and related MD&A and the previous interim financial report and related MD&A of the Corporation most recently filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new AIF of the Corporation being filed with the applicable securities regulatory authorities during the currency of this Prospectus, notwithstanding anything herein to the contrary, the following documents shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous AIF; (ii) material change reports filed by the Corporation prior to the end of the financial year in respect of which the new AIF is filed;
* business acquisition reports filed by the Corporation for acquisitions completed prior to the beginning of the financial year in respect of which the new AIF is filed; and (iv) any information circular of the Corporation filed prior to the beginning of the Corporation's financial year in respect of which the new AIF is filed. Upon a new management information circular prepared in connection with an annual general meeting of the Corporation being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous management information circular prepared in connection with an annual general meeting of the Corporation shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.
A Prospectus Supplement to this Prospectus containing the specific variable terms in respect of an offering of the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted or is otherwise available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement only for the purposes of the offering of the Securities covered by such Prospectus Supplement.
Notwithstanding anything herein to the contrary, any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document incorporated or deemed to be incorporated by reference herein modifies or supersedes such
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prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of this Prospectus, except as so modified or superseded.
THE CORPORATION
The Corporation is an exploration and development stage company primarily focused on the development and construction of its 100%-owned Marathon Palladium-Copper project (the "Marathon Project"), which is held by Generation PGM Inc., a wholly-owned subsidiary of the Corporation. The Marathon Project is a large undeveloped platinum group metal and copper mineral deposit, located near Marathon, Ontario in Northwestern Ontario, which is expected to produce copper, palladium, platinum, gold and silver. See "Cautionary Statement Regarding Forward- Looking Information".
In November 2022, the Marathon Project received environmental assessment approvals from the Governments of Ontario and Canada. The Corporation commenced applications for various government permits and approvals required to construct and operate the Marathon Project. On March 31, 2023, the Corporation released the Technical Report which is filed under the Corporation's issuer profile on SEDAR+ at www.sedarplus.ca. The Technical Report sets out the Marathon Project's estimated mineral reserves and resources, which currently supports an approximately 13 year- mine life, and a positive economic analysis for the project. See "Documents Incorporated by Reference" and "Cautionary Statement Regarding Forward-Looking Information".
For further information regarding the Corporation, please refer to the AIF and other documents incorporated by reference in this Prospectus available under the Corporation's issuer profile on SEDAR+ at www.sedarplus.ca. See also "Risk Factors" in this Prospectus and the AIF and the risk factors set forth in the Interim MD&A and Annual MD&A.
CONSOLIDATED CAPITALIZATION
There have not been any material changes in the share and loan capitalization of the Corporation since the date of the Interim Financial Statements, which are incorporated by reference in this Prospectus.
The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Corporation's share and loan capitalization that will result from the issuance of Securities pursuant to such prospectus supplement.
USE OF PROCEEDS
The net proceeds to the Corporation from the sale of Securities, the proposed use of those proceeds and the specific business objectives which the Corporation expects to accomplish with such proceeds will be set forth in an applicable Prospectus Supplement relating to that offering of Securities. Unless otherwise indicated in a Prospectus Supplement, the Corporation expects the net proceeds to the Corporation from the sale of the Securities to be used to secure and negotiate binding commitments and definitive documentation for project financing in connection with the development and construction of the Marathon Project, obtain and maintain all necessary permits and approvals to commence construction on the Marathon Project, continue to advance and de-risk various project development activities, fund exploration expenditures and acquisitions, and for general administrative and working capital purposes. See "Cautionary Statement RegardingForward-LookingInformation" and "Risk Factors".
The Corporation's ability to commence construction of the Marathon Project is dependent on its ability to obtain sufficient net proceeds from the sale of Securities and to secure the necessary project financing in the form of committed debt, equity and/or other sources of capital from third parties to fund all of the anticipated costs of construction. The Corporation has already secured $200 million of construction financing under the precious metals purchase agreement between the Corporation, Generation PGM Inc. and Wheaton Precious Metals Inc. made effective
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as of January 26, 2022 (the "Wheaton PMPA"). The Corporation must satisfy a number of conditions to drawdown on the Wheaton PMPA construction advances, including, amongst other things, securing the necessary project funding needed to complete the construction, as well as having received all material government permits and approvals. The Corporation anticipates that drawdowns on any future project financing from other parties would also be subject to these conditions. Accordingly, the Corporation does not intend to issue Securities under this Prospectus to fund the construction of the Marathon Project (excluding any engineering, design, procurement and early works execution which may be done in anticipation of commencing construction), unless and until it has received sufficient committed project financing to ensure that any net proceeds from the sale of Securities to be used to fund construction would be used for this express purpose. See "Cautionary Statement RegardingForward-LookingInformation" and "Risk Factors".
Should the Corporation be unable to secure the requisite project financing and/or government permits and approvals in a timely fashion, the Corporation expects to use net proceeds from the sale of Securities under this Prospectus to continue to support and advance development of the Marathon Project, as well as to provide working capital and for general corporate purposes. More detailed information regarding the use of proceeds from the sale of Securities under this Prospectus, including any business objectives and determinable milestones at that time, will be described in the applicable Prospectus Supplement.
As at the date of this Prospectus, the Corporation does not have any proposed acquisitions planned, but it may use proceeds from the issuances of Securities under this Prospectus to fund future mineral property acquisitions and other exploration and development opportunities as such may arise from time to time, and as more particularly described in an applicable Prospectus Supplement.
The Corporation may, from time to time, issue securities (including equity and debt securities) other than pursuant to this Prospectus or any applicable Prospectus Supplement. All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable prospectus supplement.
EARNINGS COVERAGE RATIO
Earnings coverage ratios will be provided in the applicable Prospectus Supplement relating to the issuance of Debt Securities having a term to maturity in excess of one year, as required by applicable securities laws.
DESCRIPTION OF COMMON SHARES
The holders of Common Shares are entitled to receive notice of any meeting of the shareholders of the Corporation and to attend and vote thereat. Each Common Share entitles its holder to one vote. The holders of Common Shares are entitled to receive, on a pro rata basis, such dividends as the Board may declare out of funds legally available therefor. In the event of the dissolution, liquidation, winding-up or other distribution of the assets of the Corporation, such holders are entitled to receive, on a pro rata basis, all of the assets of the Corporation remaining after payment of all of the Corporation's liabilities. The Common Shares carry no pre-emptive, conversion, redemption or retraction rights. The Common Shares carry no other special rights and restrictions other than as described herein.
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of Debt Securities offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.
The Debt Securities will be issued in series under one or more trust indentures to be entered into between the Corporation and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.
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Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Corporation. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including (i) the designation, aggregate principal amount and authorized denominations of such Debt Securities, (ii) the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars), (iii) the percentage of the principal amount at which such Debt Securities will be issued, (iv) the date or dates on which such Debt Securities will mature, (v) the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any), (vi) the dates on which any such interest will be payable and the record dates for such payments, (vii) any redemption term or terms under which such Debt Securities may be defeased, (viii) any exchange or conversion terms, and (ix) any other specific terms.
Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.
The Debt Securities will be direct obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the relevant Prospectus Supplement.
The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of the Corporation will be described in the applicable Prospectus Supplement(s). These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Corporation, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment. To the extent any Debt Securities are convertible into Common Shares or other securities of the Corporation, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Deb Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The following sets forth certain general terms and provisions of the Subscription Receipts. The Corporation may issue Subscription Receipts that may be exchanged by the holders thereof for Common Shares and/or other Securities of the Corporation upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms described below apply to those Subscription Receipts, will be described in the Prospectus Supplement.
The Corporation may offer Subscription Receipts separately or together with Common Shares, Debt Securities or Warrants, as the case may be. The Corporation will issue Subscription Receipts under one or more subscription receipt agreements.
Any Prospectus Supplement will contain the terms and conditions and other information relating to the Subscription Receipts being offered including:
* the number of Subscription Receipts;
* the price at which the Subscription Receipts will be offered;
* any conditions to the exchange of Subscription Receipts into Common Shares, and/or other Securities of the Corporation, as the case may be, and the consequences of such conditions not being satisfied;
* the procedures for the exchange of the Subscription Receipts into Common Shares and/or other Securities of the Corporation, as the case may be;
* the number of Common Shares and/or other Securities of the Corporation, as the case may be, that may be exchanged upon exercise of each Subscription Receipt;
* the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
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Generation Mining Ltd. published this content on 21 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 15:37:16 UTC.