Heritage Mining Closes Third and Final Tranche of Private Placement and Issues Shares for Debt

Executive Summary

• Heritage Mining closed the third and final tranche of its non‑brokered private placement, raising gross proceeds of $687,800.94.
• The offering consisted of 800,000 units at $0.025 per unit ($20,000) and 2,214,286 flow‑through (FT) units at $0.028 per FT unit ($62,000).
• Proceeds will fund exploration drilling on the Melba Project and other Ontario projects, eligible Canadian exploration expenses, and general working capital; a portion also settles $124,925 of related‑party debt.

Key Details

• Units Issued – Standard: 800,000 units @ $0.025 per unit = $20,000 gross proceeds.
• FT Units Issued: 2,214,286 FT units @ $0.028 per FT unit = $62,000 gross proceeds.
• Total Gross Proceeds (all tranches): $687,800.94.
• Warrant Terms: Each unit and each FT unit includes one common‑share purchase warrant; warrants exercisable at $0.05 per share until 60 months after closing (4:30 p.m. PT on the expiry date).
• Use of Proceeds:
• Eligible Canadian flow‑through exploration expenses qualifying for the Critical Mineral Exploration Tax Credit.
• Financing planned drilling and exploration programs on the Melba Project and other Ontario projects.
• General working capital.
• Hold Period: Securities subject to a four‑month hold period under applicable securities laws.
• Finder’s Fees (Correction): Actual fees paid – $3,006 cash and 139,500 compensation unit warrants (previously misstated as $6,506 cash and 279,500 warrants). Additional finder’s fee of $3,140 cash and 105,000 compensation unit warrants for the third tranche.
• Director Participation: Directors purchased 714,286 FT units contributing $20,000 in proceeds.
• Debt Settlement: Issued 4,997,000 common shares at a deemed price of $0.025 per share to settle $124,925 owed to consultants, service providers, directors and officers (related‑party transaction).
• Related‑Party Transaction Exemptions: Company relies on MI 61‑101 exemptions for valuation and minority shareholder approval because the fair market value does not exceed 25 % of market capitalization.

Notable Quotes

(No direct quotes were provided in the release.)