Mr. Peter Schloo reports

HERITAGE MINING CLOSES OVERSUBSCRIBED FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Heritage Mining Ltd., further to its news releases dated March 4, 2026, and Sept. 9, 2026, has closed the fourth and final tranche of its previously announced non-brokered private placement of units and flow-through (FT) shares for gross proceeds of $930,500 under the final tranche.

Pursuant to the closing of the fourth and final tranche, the company issued four million FT shares at a price of four cents per FT share for gross proceeds of $160,000 and 19,262,500 units at a price of four cents per unit for gross proceeds of $770,500, bringing aggregate gross proceeds raised under the offering across all four tranches to approximately $2,600,500. The final tranche was led by Peter Schloo, CPA, CA, CFA, president, chief executive officer and director of the company (through Great White Capital Ltd.), and Ten Point Fund, managed by Greg Scholfield, portfolio manager with Corton Capital Inc., each subscribing for $200,000 of units, with the remaining orders from existing high-net-worth and institutional investors who have supported the company over the past year.

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. Vancouver time on Sept. 16, 2031.

In connection with the final tranche, the company paid eligible finders cash fees of $19,400 and issued 485,000 compensation unit warrants, representing 7 per cent in cash and 7 per cent in compensation unit warrants on finder orders, plus an additional 1 per cent in cash and 1 per cent in compensation unit warrants on certain president's list orders. Each compensation unit warrant entitles the holder to acquire one unit at an exercise price of four cents for a period of 60 months following the closing of the final tranche.

All securities issued pursuant to the final tranche of the offering are subject to a statutory hold period of four months and one day from the date of issuance, expiring on Jan. 17, 2027, in accordance with applicable Canadian securities legislation. The company will file all requisite post-closing notices with the Canadian Securities Exchange.

Related party transaction

The participation of each of Mr. Schloo, president, CEO and director of the company (through Great White Capital Ltd.), and Patrick Mohan, a director of the company, in the final tranche of the offering constitutes a related party transactio" as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The interested parties subscribed for an aggregate of $225,000 of units under the final tranche. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities issued to, nor the consideration paid by, interested parties exceeds 25 per cent of the company's market capitalization. The issuance of securities to the interested parties under the offering was approved by the board of directors of the company, with each of Mr. Schloo and Mr. Mohan declaring his interest in and abstaining from voting on the matter. The company did not file a material change report at least 21 days before the closing of the final tranche as the details of the participation of insiders of the company had not been confirmed at that time. The company considers this shorter period reasonable in the circumstances in order to complete the final tranche in an expeditious manner.

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.