Mr. Peter Schloo reports

HERITAGE ANNOUNCES FAVOURABLE AMENDMENT AND CLOSING OF THE MELBA ASSET PURCHASE AGREEMENT

Heritage Mining Ltd., further to the news release on July 22, 2025, has executed the asset purchase agreement with Advanced Gold Exploration Inc. to acquire a 75-per-cent interest in the Melba mine (a former past producer from early to mid-1900s), formalizing the company's entrance into the Kirkland Lake gold district.

Melba acquisition highlights:

• Heritage enters the Kirkland Lake camp via its purchase of a 75-per-cent interest in the Melba mine. Highlights of the Melba mine project include:
  • In 1936, Melba Gold Mines Ltd. drilled 20 diamond holes that intersected the Blue vein, with visible gold reported in 10 of the first 18 holes (assessment diamond drilling report, May 15, 2023);
  • In 1939, The Teck-Hughes Mines Ltd. channelled and took a four-ton bulk sample over 60 feet on the Blue vein. The channel sample gave 10.327 ounces gold per ton over 4.5 feet and the bulk sample gave 0.210 ounce gold per ton (assessment diamond drilling report, May 15, 2023);
  • 2,000 tonnes of mined material from underground workings that are on surface and with a complementing mining lease (assessment diamond drilling report, May 15, 2023).

"The Melba mine acquisition offers the company exposure to the well-known mining camp (Kirkland Lake and Timmins). We would like to thank the vendor, Advanced Gold Exploration Inc., for amending the terms of the agreement, specifically less dilution in near term. We look forward to communicating next steps in short order," commented Peter Schloo, president chief executive officer and director of Heritage.

Melba asset purchase agreement summary

Purchase price

The consideration payable by Heritage to the vendor for the 75-per-cent ownership interest in the Melba mine shall be $40,000, payable in cash to the vendor for technical services over an eight-month period, payable in equal $5,000 monthly instalments, with the first instalment payable on the closing date. Heritage also agrees to pay the vendor the consideration shares (as defined below).

Heritage shall issue the vendor common shares having a deemed value of $350,000 at a price per consideration share equal the following release schedule:

1. Twenty-five per cent of the consideration shares will be issued to the vendor effective the date hereof at the closing price on the date hereof subject to compliance with exchange rules.
2. Twenty-five per cent of the consideration shares will be issued to the vendor on Dec. 21, 2025, priced on a 20-day VWAP (volume-weighted average price) of the common shares of Heritage on the exchange.
3. Twenty-five per cent of the consideration shares will be issued to the vendor on March 21, 2026, priced on a VWAP.
4. Twenty-five per cent of the consideration shares will be issued to the vendor on June 19, 2026, priced on a VWAP.

Closing of the acquisition is subject to customary conditions precedent for a transaction of this nature, including the approval of the Canadian Securities Exchange.

Melba mine property description

The Melba mine is located in Northwestern Ontario, Canada, southwest of Matheson, Ont., approximately seven kilometres west off the King's Highway 11, on the section of the highway travelling from Kirkland Lake to Cochrane. The Melba mine is located on the west-central part of Ontario, close to the Ontario-and-Quebec border. It is fortunate that the location of the Melba property lies within the central hub of over 100 years of mining activities, including active mining operations within the Abitibi greenstone belt.

The claim package includes single-cell mining claims spanning 1,522.70 hectares and one mining lease.

Property geology

The governing element of structure appears to be a contact between dioritic greenstone to the south and argillaceous greywacke to the north. The contact trends north 50 to 60 degrees west and dips northward. Whether the greywacke is part of a synclinal trough of sediments that are younger than the greenstone or whether it is part of a sedimentary band belonging to the greenstone series is an unknown factor at present. The greywacke is cut by dikes of porphyry that run parallel to the contact. The main gold-bearing vein, usually described as the Blue vein, also runs parallel to the contact but lies within the sediments. It strikes north 55 degrees west and dips northward 55 degrees. It is accompanied by shearing and alteration, also by a pattern of cross-fracturing that has produced faulting in the main vein and has led to the development of irregular veins in the adjacent rocks. The main vein is displaced 60 feet (18.2 metres) northward near the shaft and other displacements have been found underground. The picture resembles that of the sedimentary belt in the Beatty-Munro area. Numerous feldspar porphyry, diorite and basic syenite dikes were intersected by the drilling. Over all, a significant amount of the drill core showed alteration, some highly, while carbonate stringers were numerous and visible gold was noted in drill core.

Qualified person

Stephen Hughes, PGeo, strategic adviser for the company, serves as a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed the scientific and technical information in this news release, approving the disclosure herein.

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 and the Contact Bay projects are located near Sioux Lookout in the underexplored Eagle-Wabigoon-Manitou greenstone belt. Both projects benefit from a wealth of historical data, excellent site access and logistical support from the local community.

We seek Safe Harbor.