Mr. Peter Schloo reports

HERITAGE MINING CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT AND PROVIDES EXPLORATION UPDATE

Heritage Mining Ltd., further to its news release dated Nov. 18, 2025, and Nov. 27, 2025, closed a second tranche of the non-brokered private placement of units and flow-through (FT) units for gross proceeds of $105,799.95 on Dec. 12, 2025. The company has also completed its asset purchase agreement for the Scattergood project for 100-per-cent ownership.

Pursuant to the closing of the second tranche, the company has issued two million units of the company at a price of 2.5 cents per unit, for aggregate gross proceeds of $50,000 and 1,992,855 FT units of the company at a price of 2.8 cents per FT unit, for aggregate gross proceeds of $55,799.95.

Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each FT unit consists of one common share, which will qualify as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada), and one warrant.

The gross proceeds from the FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada). The company also intends that such expenses incurred will be eligible for the critical mineral exploration tax credit.

Each warrant will entitle the holder to acquire one common share at an exercise price of five cents per warrant share until 4:30 p.m. Pacific Time on that date that is 60 months from the closing date of the offering.

Proceeds of the offering will be used to finance the company's planned exploration and drilling programs on its Melba project, as well as Drayton-Black Lake project and Contact Bay, 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 closing of the second tranche, the company paid finders' fees to eligible finders consisting of $6,506 in cash and 279,500 compensation unit warrants. Each compensation unit warrant will entitle the holder to acquire one common share and one warrant of the company at an exercise price of five cents, for a period of 60 months following the closing date.

A senior officer of the company participated for 178,571 units for proceeds of $4,999.99.

A finder's fee equal to 1.0-per-cent cash compensation on the number of units or FT shares, as applicable, issued pursuant to a president's list the offering may be payable on certain orders in accordance with Canadian Securities Exchange rules.

Scattergood project

The company has issued five million common shares to the relevant parties completing the asset purchase agreements totalling 100-per-cent ownership.

Grant of stock options

The company further announces that the board has approved the grant of incentive stock options pursuant to its stock option plan to certain directors and consultants to purchase up to an aggregate of 6.14 million common shares in the capital of the company. The options are exercisable at a price of five cents per common share and will expire five years from the date of grant. The options are subject to the terms of the plan, the applicable option agreements and the policies of the Canadian Securities Exchange.

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 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.