Mr. Peter Schloo reports

HERITAGE MINING ANNOUNCES $500,000 NON-BROKERED PRIVATE PLACEMENT OF UNITS AND OJEP APPROVAL

Heritage Mining Ltd. has arranged a non-brokered private placement of units for gross proceeds of up to $500,000 and it has been approved for a $200,000 grant from the Ontario Ministry of Mines under the Ontario Junior Exploration Program (OJEP).

Non-brokered private placement

The company intends to issue, pursuant to a non-brokered private placement, up to 10 million units of the company at a price of five cents per unit for aggregate gross proceeds of up to $500,000.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant.

Each warrant will entitle the holder to acquire one common share at an exercise price of 7.5 cents per warrant share until 4:30 p.m. Pacific Standard Time on the date that is 24 months from the closing date of the offering.

Closing of the offering is expected to occur as soon as practicable and prior to Jan. 12, 2024, and is subject to all customary approvals. Proceeds of the offering will be used to finance the company's planned exploration and drilling programs on its Drayton/Black Lake project and Contact Bay, satisfaction of the second anniversary payment (as defined herein), and general working capital. The securities issued pursuant to the offering will be subject to a four-month hold period under applicable securities laws. In connection with the offering, certain finders may receive a cash fee and/or non-transferable finder warrants.

Stillwater Critical Minerals Corp. -- option payment change to equity units as part of non-brokered private placement

The company has executed an amendment agreement to amend the option agreement dated Nov. 25, 2021, between Stillwater Critical Minerals and the company.

Stillwater has agreed to accept, as satisfaction in full of the obligation of the company in Section 4.1(a)(ii) of the option agreement to make the cash payment of $150,000 due on Nov. 25, 2023, the following consideration in lieu of the second-anniversary payment: (i) the issuance of an additional 250,000 common shares in the capital of the company to Stillwater at a deemed price of five cents per common share on Nov. 25, 2023; and (ii) six million units on the closing date of the offering.

"We are immensely grateful for the unwavering support of Stillwater, our insiders, existing and newly welcomed stakeholders. The alignment of our collective vision has been a driving force, and we look forward to the positive impact this will have on our future endeavours. With everyone's support, we anticipate a quick and successful closing, marking the beginning of a new and exciting year for Heritage," commented Peter Schloo, president, chief executive officer and director.

"We are pleased to support Heritage as they actively advance the district-scale and high-grade Drayton/Black Lake project. We look forward to upcoming results and the announcement of their 2024 exploration campaigns," commented Michael Rowley, president and chief executive officer of Stillwater Critical Minerals.

OJEP approval

The $200,000 grant from the OJEP is the maximum amount available under the OJEP for a junior mining company, in respect of expenditures Heritage incurred in advancing its flagship Drayton/Black Lake Project during the period from April, 2023, to February, 2024. The company also highlights the partial receipt of funds totalling $60,000 with anticipation for full receipt of funds in Q1 2024.

"We would like to thank the Ministry of Mines for the approval of funds pertaining to the OJEP program. We look forward to further advancing our projects in Northwestern Ontario in a systematic manner," commented Mr. Schloo.

"It is our government's role to create ideal business conditions to attract investment, optimize competitive advantages and enable Ontario's mining sector to do what it does best.

"Programs like OJEP help early exploration companies such as Heritage Mining Ltd. find the mineral deposits that will lead to the mines of tomorrow -- helping us boost the resiliency of our supply chains, expand innovation and increase our exploration capacity," said George Pirie, Minister of Mines.

The OJEP helps junior mining companies finance early exploration projects in Ontario. These projects help boost mineral exploration, growth and job creation in the province.

About Heritage Mining Ltd.

The company is a Canadian mineral exploration company advancing its two high-grade gold-silver-copper projects in Northwestern Ontario. The Drayton/Black Lake project and the Contact Bay project are located near Sioux Lookout in the underexplored Eagle-Wabigoon-Manitou greenstone belt. Both projects benefit from a wealth of historic data, excellent site access and logistical support from the local community. The company is well capitalized, with a tight capital structure.

We seek Safe Harbor.