Heritage Mining closes Melba mine acquisition

Executive Summary

• Heritage Mining Ltd. has executed and closed the asset purchase agreement to acquire a 75% interest in the Melba mine, a former producer located in the Kirkland Lake gold district in Northwestern Ontario.
• The transaction involves a total consideration of $390,000, comprising $40,000 in cash for technical services and common shares with a deemed value of $350,000, issued in four tranches over 2025 and 2026.
• The acquisition provides Heritage entry into the historic Kirkland Lake camp, leveraging historical drilling data showing visible gold in the Blue vein and existing underground infrastructure.

Key Details

• Transaction Structure: Acquisition of 75% interest in the Melba mine from Advanced Gold Exploration Inc.
• Total Consideration: $390,000 total value.
  • Cash Component: $40,000 payable for technical services over an eight-month period in equal $5,000 monthly instalments, with the first payment due on the closing date.
  • Equity Component: Common shares with a deemed value of $350,000, issued according to the following schedule:
    • 25% issued at closing, priced at the closing price on the date of the agreement.
    • 25% issued on December 21, 2025, priced on a 20-day VWAP.
    • 25% issued on March 21, 2026, priced on a VWAP.
    • 25% issued on June 19, 2026, priced on a VWAP.
• Closing Conditions: Subject to customary conditions precedent, including approval by the Canadian Securities Exchange.
• Property Location: Northwestern Ontario, approximately 7 km west of King's Highway 11, between Kirkland Lake and Cochrane, within the Abitibi greenstone belt.
• Property Assets:
  • Single-cell mining claims spanning 1,522.70 hectares.
  • One mining lease.
  • 2,000 tonnes of mined material from underground workings located on the surface.
• Historical Data (Qualified Person: Stephen Hughes, PGeo):
  • 1936 Drilling: 20 diamond holes drilled by Melba Gold Mines Ltd. intersected the Blue vein; visible gold reported in 10 of the first 18 holes.
  • 1939 Sampling: Teck-Hughes Mines Ltd. took a four-ton bulk sample over 60 feet on the Blue vein.
    • Channel sample: 10.327 ounces gold per ton over 4.5 feet.
    • Bulk sample: 0.210 ounce gold per ton.
• Geology: Main gold-bearing structure is the "Blue vein," striking north 55 degrees west and dipping northward 55 degrees. It is accompanied by shearing, alteration, and cross-fracturing. The vein lies within argillaceous greywacke sediments, cut by porphyry dikes. Significant alteration and carbonate stringers noted in drill core.

Notable Quotes

• "The Melba mine acquisition offers the company exposure to the well-known mining camp (Kirkland Lake and Timmins). We would like to thank the vendor, Advanced Gold Exploration Inc., for amending the terms of the agreement, specifically less dilution in near term. We look forward to communicating next steps in short order," commented Peter Schloo, president chief executive officer and director of Heritage.