Mr. Peter Schloo reports

HERITAGE MINING CLOSES THIRD TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Heritage Mining Ltd., further to its news release dated March 4, 2026, has closed the third tranche of its previously announced non-brokered private placement of units and flow-through (FT) shares for gross proceeds of $650,000.

Pursuant to the closing of the third tranche, the company has issued 12 million FT shares of the company at a price of four cents per FT share, for aggregate gross proceeds of $480,000, and 4.25 million units of the company at a price of four cents per unit, for aggregate gross proceeds of $170,000. 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. 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.

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.

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 four 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 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 at a deemed price of four cents per common share. Additionally, it has issued Advanced Gold Exploration Inc. 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 Sept. 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, and Policy 5.9 of the TSX-V. The corporation is relying on the exemption for a formal valuation under Section 5.5(b) of MI 61-101 (trading on the TSX-V), and on the exemption for minority shareholder approval under Section 5.7(1)(b) of MI 61-101 (fair market value of less than $2.5-million).

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 historical data, excellent site access and logistical support from the local community.

We seek Safe Harbor.