Heritage Mining increases financing to $1.5-million

Executive Summary

• Heritage Mining Ltd. has upsized its previously announced non-brokered private placement to approximately $1.5 million in gross proceeds due to strong market demand.
• The company intends to pursue a listing on the OTCQX market in Q2 2026 to broaden its investor base and increase liquidity, while continuing to trade on the Canadian Securities Exchange (CSE).
• The offering consists of units and flow-through shares, with proceeds designated for follow-on exploration work at the Melba and Drayton-Black Lake projects in Ontario.

Key Details

• Financing Structure:
  • Units: Up to 18.75 million units issued at $0.04 per unit.
  • Flow-Through Shares: Up to 18.75 million flow-through (FT) shares issued at $0.04 per FT share.
  • Gross Proceeds: Up to $1.5 million.
• Warrant Terms (Units):
  • Each unit includes one common share and one common share purchase warrant.
  • Exercise Price: $0.05 per warrant share.
  • Expiration: 60 months from the closing date.
• Flow-Through Share Terms:
  • Qualifies as a flow-through share under Subsection 66(15) of the Income Tax Act (Canada).
  • Proceeds used for eligible Canadian exploration expenses related to critical mineral mining expenditures in Ontario.
  • Qualifying expenditures to be incurred on or before Dec. 31, 2027.
  • Renunciation of qualifying expenditures to subscribers effective Dec. 31, 2026.
• Use of Proceeds:
  • Financing follow-on exploration work at the company's mineral property portfolio.
  • Specific focus on Melba and Drayton-Black Lake projects based on recent exploration successes.
• Closing and Timeline:
  • Closing expected on or before April 18, 2026.
  • Securities subject to a four-month hold period under applicable securities laws.
• Finders' Fees and Compensation:
  • Standard Finders: 7% cash fee and compensation unit warrants equal to 7% of gross proceeds.
  • Compensation Unit Warrants: Entitle holder to acquire one common share and one warrant at an exercise price of $0.04 for a period of 60 months following closing.
  • President's List: 1.0% cash compensation on units or FT shares issued pursuant to a president's list.
• U.S. Listing Initiative:
  • Intends to list on OTCQX in Q2 2026.
  • Initial regulatory and administrative steps commenced, including engaging advisers.
  • Will trade under a new ticker symbol on OTCQX while maintaining CSE listing under symbol HML.