Mr. Peter Schloo reports

HERITAGE MINING ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES AND UNITS

Heritage Mining Ltd. has arranged a non-brokered private placement of flow-through shares and units for gross proceeds of up to $1.15-million.

Pursuant to the offering, the company intends to issue up to 18.75 million FT shares of the company at a price of four cents per FT share, for aggregate gross proceeds of up to $750,000, and up to 10 million units of the company at a price of four cents per unit, for aggregate gross proceeds of up to $400,000.

Each FT share will qualify as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada). The proceeds of the FT shares will be used to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the act related to the company's projects in Ontario, Canada. The company plans to incur qualifying expenditures on or before Dec. 31, 2027 (or such other period as may be permissible under applicable tax legislation), and to renounce all the qualifying expenditures in favour of the subscribers of the FT shares, effective Dec. 31, 2026.

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 five cents per warrant share until 4:30 p.m. Pacific Standard Time on that date that is 60 months from the closing date of the offering.

Closing of the offering is expected to occur on or before March 31, 2026. The offering is subject to all customary approvals. Proceeds of the offering will be used to finance the company's follow-on exploration work at the company's portfolio of mineral properties and in particular Melba and Drayton-Black Lake based on recent exploration successes. 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.

A finder's fee equal to 7 per cent in cash and compensation unit warrants equal to 7 per cent of the gross proceeds of the sale of FT shares and units, as applicable, issued pursuant to the offering, may be payable on certain orders in accordance with Canadian Securities Exchange rules. 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 finder's fee equal to 1.0 per cent in cash compensation on the number of units or FT shares, as applicable, issued pursuant to a president's list for the offering, may be payable on certain orders in accordance with CSE rules.

"Heritage Mining Ltd. has secured lead orders totalling $460,000 from insiders, institutions, advisers, consultants and existing shareholders. We are grateful for the continued support of existing stakeholders and look forward to closing the financing later this month," commented Peter Schloo, president, chief executive officer and director.

About Heritage Mining Ltd.

The company is a Canadian mineral exploration company advancing its Ontario project portfolio in Northwestern and Northeastern Ontario. The Drayton-Black Lake, Contact Bay and Scattergood projects are located near Sioux-Lookout in the underexplored Eagle-Wabigoon-Manitou greenstone belt. The Melba property is located near Ramore, Ont. All projects benefit from a wealth of historic data, excellent site access and logistical support from the local community.

We seek Safe Harbor.