Heritage Mining Announces Closing of the First Tranche of its Non-Brokered Private Placement of Units and Flow-Through Units

(TheNewswire)

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VANCOUVER, BC, - TheNewswire - April 7, 2025 – Heritage Mining
Ltd. HML (“Heritage” or the “Company”) is pleased to announce that it has closed thefirst tranche (“TrancheOne”) of its fully allocated non-brokered private placementfinancing previously announced on March 7, 2025.

The Company raised an aggregate of $796,000.00 pursuant to TrancheOne, of which $702,500 was raised on the issuance of 14,050,000flow-through units (“FTUnits”) and $93,500 was raised on the issuance of 1,870,000units (“Units”). Each FT Unit consisting of one flow through common share(“FT CommonShare”) and one Warrant (“FT Unit Warrant”)with each FT Unit Warrant entitling the holder to purchase one CommonShare at an exercise price of $0.10 for a period of 60 months fromissuance, subject to accelerations provisions. Each FT Sharewas issued at a price of $0.05 and is comprised of one Common Sharewhich will qualify as a “flow-through share” as defined insubsection 66(15) of the Income TaxAct (Canada) and one Warrant. Each Unit was issued at a priceper Unit of $0.05 and is comprised of one common share in the capitalof the Company (“CommonShare”) and one Common Share purchase warrant entitling theholder to acquire one Common Share for a period of 60 months at anexercise price of $0.10 (“Warrant”), subject to accelerationsprovisions.

The Warrants are subject to an accelerated expiry option whereby theCompany can trigger an accelerated 30-day expiry of the Warrants ifthe closing price of the Company’s Common Shares listed on theCanadian Securities Exchange (the “CSE”) remain higher than $1.00 for 10 consecutive tradingdays. On the 10th consecutive trading day above $1.00 (the“Acceleration Trigger Date”), the Expiry Time may be acceleratedto 30 trading days after the Acceleration Trigger Date by the issuanceof a news release announcing such acceleration, within two tradingdays of the Acceleration Trigger Date.

The Company paid an aggregate $46,975.00 in cash commissions andissued an aggregate 729,500 compensation options (the “Compensation Options”) inconnection with Tranche One. Each Compensation Option entitles theholder to acquire one additional Unit at a price of $0.05 for a periodof 36 months following the date of issuance.

Proceeds of Tranche One will be used to fund the Company's previouslyannounced exploration and drilling program on its flagshipDrayton-Black Lake Project and Contact Bay, in addition to generalworking capital. All securities issued pursuant to the Tranche One aresubject to a statutory hold period of four months plus one day fromthe date of issuance, in accordance with applicable securitieslegislation.

Insiders of the Company subscribed for 2,900,000 FT Units underTranche One. Each transaction with an insider of the Companyconstitutes a “related party transaction” within the meaning ofMultilateral Instrument 61-101 – Protection of Minority SecurityHolders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from theformal valuation requirements of MI 61-101 pursuant to section 5.5(a)and the minority shareholder approval requirements of MI 61-101pursuant to section 5.7(1)(a) in respect of such insider participationas the fair market value of the transaction, insofar as it involvesinterested parties, does not exceed 25% of the Company’s marketcapitalization.

As part of the closing of Tranche One, the Company settled $10,000 indebt obligations through the issuance of 200,000 Common Shares at aprice of $0.05.

“We are grateful for the continuedsupport of key stakeholders and look forward to closing off the finaltranche in short order.” Commented PeterSchloo, President CEO and Director.

ABOUT HERITAGE MINING LTD.

The Company is a Canadian mineral exploration company advancing itstwo high grade gold-silver-copper projects in Northwestern Ontario.The Drayton-Black Lake and the Contact Bay projects are located nearSioux Lookout in the underexplored Eagle-Wabigoon-Manitou Greenstone Belt. Both projectsbenefit from a wealth of historic data, excellent site access andlogistical support from the local community. The Company is wellcapitalized, with a tight capital structure.

For further information, please contact:

Heritage Mining Ltd.

Peter Schloo, CPA, CA, CFA

President, CEO and Director

Phone: (905) 505-0918

Email: peter@heritagemining.ca

FORWARD-LOOKING STATEMENTS

This news release contains certain statements that constitute forwardlooking information within the meaning of applicable securities laws.These statements relate to future events of the Company. Anystatements that express or involve discussions with respect topredictions, expectations, beliefs, plans, projections, objectives,assumptions or future events or performance (often, but not always,using words or phrases such as “seek”, “anticipate”,“plan”, “continue”, “estimate”, “expect”,“forecast”, “may”, “will”, “project”, “predict”,“potential”, “targeting”, “intend”, “could”,“might”, “should”, “believe”, “outlook” and similarexpressions are not statements of historical fact and may be forwardlooking information. All statements, other than statements ofhistorical fact, included herein are forward-looking statements.

Forward looking information involves known and unknown risks,uncertainties and other factors which may cause the actual results,performance, or achievements of the Company to be materially differentfrom any future results, performance or achievements expressed orimplied by the forward-looking information. Such risks include, amongothers, the inherent risk of the mining industry; adverse economic andmarket developments; the risk that the Company will not be successfulin completing additional acquisitions; risks relating to theestimation of mineral resources; the possibility that the Company’sestimated burn rate may be higher than anticipated; risks ofunexpected cost increases; risks of labour shortages; risks relatingto exploration and development activities; risks relating to futureprices of mineral resources; risks related to work site accidents,risks related to geological uncertainties and variations; risksrelated to government and community support of the Company’sprojects; risks related to global pandemics and other risks related tothe mining industry. The Company believes that the expectationsreflected in such forward-looking information are reasonable, but noassurance can be given that these expectations will prove to becorrect and such forward‐looking information should not be undulyrelied upon. These statements speak only as of the date of this newsrelease. The Company does not intend, and does not assume anyobligation, to update any forward‐looking informationexcept as required by law.

This document does not constitute an offer to sell, or a solicitationof an offer to buy, securities of the Company in Canada, the UnitedStates, or any other jurisdiction. Any such offer to sell orsolicitation of an offer to buy the securities described herein willbe made only pursuant to subscription documentation between theCompany and prospective purchasers. Any such offering will be made inreliance upon exemptions from the prospectus and registrationrequirements under applicable securities laws, pursuant to asubscription agreement to be entered into by the Company andprospective investors.

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