Heritage Mining Completes Final Tranche of Private Placement

VANCOUVER, BC — December 31, 2025 — Leads & Copy — Heritage Mining Ltd. has completed a third and final tranche of its non-brokered private placement, raising gross proceeds of $687,800.94.

The private placement included units and flow-through units (FT units). The company issued 800,000 units at $0.025 each, raising $20,000, and 2,214,286 FT units at $0.028 each, raising $62,000.

Each unit comprises one common share and one common share purchase warrant. Each FT unit includes one common share qualifying as a flow-through share under the Income Tax Act (Canada) and one warrant.

The company intends to use the proceeds from the FT units for eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as 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 allows the holder to buy one additional common share at $0.05 until 4:30 p.m. Pacific Time on the date 60 months from the offering's closing date.

Heritage Mining plans to use the proceeds from the Offering to fund exploration and drilling programs at its Melba Project and other Ontario Projects, as well as for general working capital. Securities issued are subject to a four-month hold period under applicable securities laws.

The company paid finders' fees of $3,140 in cash and 105,000 compensation unit warrants in connection with the closing of the third tranche. Each compensation unit warrant enables the holder to acquire one common share and one warrant of the company at an exercise price of $0.05 for 60 months following the closing date.

The company corrected the finders’ fees announced on December 15, 2025, in connection with the second tranche closing. The company announced that $6,506 had been paid in cash and 279,500 compensation warrants, but the company actually paid finders’ fees of $3,006 in cash and 139,500 compensation unit warrants.

Directors of the company participated in the third tranche for 714,286 FT units for proceeds of $20,000.

A finder's fee equal to 1.0-per-cent 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 Canadian Securities Exchange rules.

The company has settled $124,925 of debt owing to certain consultants, service providers, directors and officers by issuing an aggregate of 4,997,000 common shares at $0.025 per share (the “Debt Settlement”). 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 (“MI 61-101”). 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% of the Company’s market capitalization.

Heritage Mining Ltd. is focused on advancing its two high-grade gold-silver-copper projects, the Drayton-Black Lake and Contact Bay projects, both located near Sioux Lookout in Northwestern Ontario. These projects are in the Eagle-Wabigoon-Manitou Greenstone Belt and benefit from historic data, site access, and local support.

Peter Schloo, CPA, CA, CFA President, CEO and Director Phone: (905) 505-0918 Email: peter@heritagemining.ca

Source: Heritage Mining Ltd.