(via TheNewswire)

TORONTO, ON – TheNewswire - May 19, 2026 – Heritage Mining Ltd. (CSE:HML) (FRA:Y66) (“Heritage ” or the “Company ”) is pleased to announce that further to its news release dated March 4, 2026, the Company has closed the third tranche of its previously announced non-brokered private placement (the “Offering ”) of units (“Units ”) and flow-through shares (“FT Shares ”) for gross proceeds of $650,000.

Pursuant to the closing of the third tranche, the Company has issued 12,000,000 FT Shares of the Company at a price of $0.04 per FT Share, for aggregate gross proceeds of $480,000.00 and 4,250,000 Units of the Company at a price of $0.04 per Unit, for aggregate gross proceeds of $170,000.00. In connection with the closing of the first tranche, the Company paid finders’ fees to eligible finders consisting of $34,450 in cash and 661,250 compensation unit warrants (“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 $0.04, for a period of 60 months following the Closing Date.

Each FT Share will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada)(the “Act ”). 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 (the “Qualifying Expenditures “) related to the Company's projects in Ontario, Canada. The Company plans to incur Qualifying Expenditures on or before December 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 December 31, 2026.

Each Unit will consist of one common share in the capital of the Company (“Common Share ”) and one Common Share purchase warrant (a “Warrant ”). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share ”) at an exercise price of $0.05 per Warrant Share until 4:30 pm (Pacific Standard time) on that date that is 60 months from the closing date of the Offering (the “Expiry Time ”).

A Finder’s Fee equal to 7% cash and compensation unit warrants (“Compensation Unit Warrants ”) equal to 7% 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 CSE 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 $0.04, for a period of 60 months following the Closing Date.

A Finder’s Fee equal to 1.0% 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 CSE rules.

The Company further announces that it has settled $111,513.40 of debt owing to certain consultants, service providers, directors and officers of the Company by issuing an aggregate of 2,787,834 common shares in the capital of the Company (“Common Shares ”) at a deemed price of $0.04 per common share (the “Debt Settlement ”). Additionally, it has issued Advanced Gold Exploration Inc. (“Advanced Gold ”) 2,611,940 Common Shares in accordance with Heritage’s obligations under Section 3.2 of the asset purchase agreement between Advanced Gold and Heritage dated September 22, 2026. Affiliates of two officers of the Corporation were issued a total of 1,200,8333 Common Shares as part of the Debt Settlement, which issuances constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV.  The Corporation is relying on the exemption for a formal valuation under section 5.5(b) of MI 61-101 (trading on the TSXV), and on the exemption for minority shareholder approval under section 5.7(1)(b) of MI 61-101 (fair market value of less than C$2,500,000).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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, Ontario.  All Projects benefit from a wealth of historic data, excellent site access and logistical support from the local community.

For further information, please contact:

Heritage Mining Ltd.

Peter Schloo, CPA, CA, CFA

President, CEO and Director

Phone: (905) 505-0918

Email: peter@heritagemining.ca

FORWARD-LOOKING STATEMENTS

This news release contains certain statements that constitute forward looking information within the meaning of applicable securities laws. These statements relate to future events of the Company. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “outlook” and similar expressions are not statements of historical fact and may be forward looking information. All statements, other than statements of historical fact, included herein are forward-looking statements.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Company will not be successful in completing additional acquisitions; risks relating to the estimation of mineral resources; the possibility that the Company’s estimated burn rate may be higher than anticipated; risks of unexpected cost increases; risks of labour shortages; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the Company’s projects; risks related to global pandemics and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update any forward‐looking information except as required by law.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States, or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors.

NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Copyright (c) 2026 TheNewswire - All rights reserved.