Heritage Mining closes second tranche of financing

Executive Summary

• Heritage Mining Ltd. closed the second tranche of its non-brokered private placement, raising gross proceeds of $105,799.95 through the issuance of common units and flow-through (FT) units.
• The company completed the acquisition of 100% ownership of the Scattergood project by issuing five million common shares to the relevant parties.
• The Board of Directors approved the grant of incentive stock options for up to 6.14 million common shares to directors and consultants, exercisable at $0.05 per share.

Key Details

• Financing Structure:
  • Total Gross Proceeds: $105,799.95.
  • Common Units: 2,000,000 units issued at $0.025 per unit, generating $50,000 in gross proceeds.
  • Flow-Through (FT) Units: 1,992,855 FT units issued at $0.028 per unit, generating $55,799.95 in gross proceeds.
  • Unit Composition: Each unit (common and FT) consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant entitles the holder to acquire one common share at an exercise price of $0.05 per warrant share. The warrants expire 60 months from the closing date (Dec. 12, 2025).
  • Use of Proceeds:
    • FT unit proceeds are designated for eligible Canadian exploration expenses qualifying as flow-through mining expenditures and the critical mineral exploration tax credit.
    • General proceeds will finance planned exploration and drilling programs on the Melba, Drayton-Black Lake, and Contact Bay projects, as well as general working capital.
  • Hold Period: Securities are subject to a four-month hold period under applicable securities laws.
• Finder’s Fees:
  • Cash fees paid: $6,506.
  • Compensation unit warrants issued: 279,500 warrants.
  • Compensation Warrant Terms: Each entitles the holder to acquire one common share and one warrant of the company at an exercise price of $0.05, exercisable for 60 months following closing.
  • Additional finder’s fee: 1.0% cash compensation on orders listed on the president’s list, payable in accordance with Canadian Securities Exchange rules.
• Insider Participation:
  • A senior officer purchased 178,571 units for proceeds of $4,999.99.
• M&A (Scattergood Project):
  • The company completed its asset purchase agreement for the Scattergood project.
  • Consideration: 5,000,000 common shares issued to relevant parties, resulting in 100% ownership of the project.
• Stock Option Grant:
  • Quantity: Up to 6,140,000 common shares.
  • Recipients: Certain directors and consultants.
  • Exercise Price: $0.05 per common share.
  • Expiration: Five years from the date of grant.
  • Terms: Subject to the company’s stock option plan, applicable option agreements, and Canadian Securities Exchange policies.