Mr. Peter Schloo reports
HERITAGE MINING ANNOUNCE CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Further to its news release dated March 4, 2026, Heritage Mining Ltd. has closed the first tranche of its previously announced non-brokered private placement of units and flow-through shares for gross proceeds of $665,000.
Pursuant to the closing of the first tranche, the company has issued eight million units of the company at a price of four cents per unit for aggregate gross proceeds of $320,000 and 8,625,000 flow-through shares of the company at a price of four cents per flow-through share, for aggregate gross proceeds of $345,000.
Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each flow-through share will qualify as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada).
The gross proceeds from the flow-through shares 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 Standard 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 follow-up exploration and drilling programs on its Melba project and Drayton-Black Lake project 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 first tranche, the company paid finders' fees to eligible finders consisting of $21,600 in cash and 525,000 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 four cents for a period of 60 months following the closing date.
A finder's fee equal to 1.0 per cent cash compensation on the number of units issued pursuant to a president list was payable in accordance with Canadian Securities Exchange rules.
"This prompt closing of the first tranche allows Heritage Mining to maintain its exploration momentum, with our primary focus remaining on the Melba project. We appreciate the continued support of both new and existing stakeholders and look forward to completing the final tranche in short order," commented Peter Schloo, president, chief executive officer and director.
Insiders of the company participated in the offering by acquiring an aggregate of 3.5 million units and one million flow-through shares. 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 with multiple projects across Northern Ontario,
Canada, advancing its two high-grade gold-silver-copper projects in Northwestern Ontario. The Melba project is located in the Timmins/Kirkland Lake area in Northeastern Ontario, Canada. The Drayton-Black Lake and the Contact Bay projects are located near Sioux Lookout in the underexplored Eagle-Wabigoon-Manitou greenstone belt. The Scattergood project is located approximately 40 kilometres south of Dryden. Both projects benefit from a wealth of historic data, excellent site access and logistical support from the local community.
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