Mr. Peter Schloo reports

HERITAGE MINING CLOSES THIRD AND FINAL TRANCHE OF PRIVATE PLACEMENT AND ISSUES SHARES FOR DEBT

Further to Heritage Mining Ltd.'s news release dated Nov. 18, 2025, Nov. 27, 2025, and Dec. 15, 2025, the company has closed a third and final tranche of its previously announced non-brokered private placement of units and flow-through units (FT units) for gross proceeds of $687,800.94.

Pursuant to the closing of the third tranche, the company has issued 800,000 units of the company at a price of 2.5 cents per unit, for aggregate gross proceeds of $20,000 and 2,214,286 FT units of the company at a price of 2.8 cents per FT unit, for aggregate gross proceeds of $62,000.

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 additional 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 other Ontario projects 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 third tranche, the company paid finders' fees to eligible finders consisting of $3,140 in cash and 105,000 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.

The company would like to issue a correction to the finders' fees announced on Dec. 15, 2025, in connection with the second tranche closing. On Dec. 15, 2025, the company announced that $6,506 had been paid in cash and 279,500 compensation warrants. The company actually paid finders' fees of $3,006 in cash and 139,500 compensation unit warrants.

Directors of the company participated in the third tranche for 714,286 FT units for proceeds of $20,000.

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.

The company further announces that it has settled $124,925 of debt owing to certain consultants, service providers, directors and officers of the company by issuing an aggregate of 4,997,000 common in the capital of the company at a deemed price of 2.5 cents per common share. Each transaction with an insider of the company pursuant to the offering and the debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

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.