Heritage Mining closes $687K final tranche of placement

Executive Summary

• Heritage Mining Ltd. has closed the third and final tranche of its non-brokered private placement, raising gross proceeds of $687,800.94 through the issuance of units and flow-through units.
• The company simultaneously settled $124,925 of existing debt owed to consultants, service providers, directors, and officers by issuing 4,997,000 common shares.
• Proceeds from the offering are designated for exploration and drilling programs on the Melba project, other Ontario projects, and general working capital.

Key Details

• Tranche 3 Closing Details:
  • Gross Proceeds: $687,800.94.
  • Units Issued: 800,000 units at $0.025 per unit, generating $20,000 in gross proceeds.
  • Flow-Through Units (FT Units) Issued: 2,214,286 FT units at $0.028 per FT unit, generating $62,000 in gross proceeds.
  • Unit Structure: Each unit consists of one common share and one common share purchase warrant.
  • FT Unit Structure: Each FT unit consists of one common share qualifying as a flow-through share under Subsection 66(15) of the Income Tax Act (Canada) and one warrant.
• Warrant Terms:
  • Each warrant entitles the holder to acquire one additional common share.
  • Exercise Price: $0.05 per warrant share.
  • Expiration: 60 months from the closing date.
• Use of Proceeds:
  • FT unit proceeds will be used to incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures, including eligibility for the Critical Mineral Exploration Tax Credit.
  • General proceeds will finance planned exploration and drilling on the Melba project, other Ontario projects, and general working capital.
• Debt Settlement:
  • Amount Settled: $124,925.
  • Shares Issued: 4,997,000 common shares.
  • Deemed Price: $0.025 per common share.
  • Recipients: Consultants, service providers, directors, and officers.
• Finder’s Fees (Tranche 3):
  • Cash Paid: $3,140.
  • Compensation Warrants Issued: 105,000 compensation unit warrants.
  • Warrant Terms: Each entitles holder to one common share and one warrant at an exercise price of $0.05 for 60 months.
• Correction to Previous Announcement:
  • The company corrected finders' fees for the second tranche (announced Dec. 15, 2025).
  • Previous Announcement: $6,506 cash and 279,500 compensation warrants.
  • Actual Payment: $3,006 cash and 139,500 compensation unit warrants.
• Insider Participation:
  • Directors participated in the third tranche by purchasing 714,286 FT units for proceeds of $20,000.
• Regulatory & Legal:
  • Securities are subject to a four-month hold period under applicable securities laws.
  • Transactions with insiders constitute related party transactions under Multilateral Instrument 61-101.
  • The company relies on exemptions from formal valuation requirements (Section 5.5(a)) and minority shareholder approval requirements (Section 5.7(1)(a)) of MI 61-101, as the fair market value of interested party transactions does not exceed 25% of the company's market capitalization.
  • A finder's fee of 1.0% cash compensation may be payable on certain orders per Canadian Securities Exchange rules.