TORONTO, ON, September 17, 2026 – TheNewswire - Heritage Mining Ltd. (CSE:HML) (FRA:Y66) (“Heritage” or the “Company”) is pleased to announce that, further to its news releases dated March 4, 2026 and September 9, 2026, the Company has closed the fourth and final tranche of its previously announced non-brokered private placement (the “Offering”) of units (“Units”) and flow-through shares (“FT Shares”) for gross proceeds of $930,500 under the final tranche.

 

Pursuant to the closing of the fourth and final tranche, the Company issued 4,000,000 FT Shares at a price of $0.04 per FT Share for gross proceeds of $160,000 and 19,262,500 Units at a price of $0.04 per Unit for gross proceeds of $770,500, bringing aggregate gross proceeds raised under the Offering across all four tranches to approximately $2,600,500. The final tranche was led by Peter Schloo, CPA, CA, CFA, President, CEO and Director of the Company (through Great White Capital Ltd.) and Ten Point Fund, managed by Greg Scholfield, Portfolio Manager with Corton Capital Inc., each subscribing for $200,000 of Units, with the remaining orders from existing high-net-worth and institutional investors which have supported the Company over the past year.

Each FT Share will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada)(the “Act”). The proceeds of the FT Shares will be used to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Act (the “Qualifying Expenditures“) related to the Company's projects in Ontario, Canada. The Company plans to incur Qualifying Expenditures on or before December 31, 2027 (or such other period as may be permissible under applicable tax legislation), and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2026.

 

Each Unit will consist of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.05 per Warrant Share until 4:30 p.m. (Vancouver time) on September 16, 2031 (the “Expiry Time”).

 

In connection with the final tranche, the Company paid eligible finders cash fees of $19,400 and issued 485,000 compensation unit warrants ("Compensation Unit Warrants"), representing 7% cash and 7% Compensation Unit Warrants on finder orders, plus an additional 1% cash and 1% Compensation Unit Warrants on certain President's List orders. Each Compensation Unit Warrant entitles the holder to acquire one Unit at an exercise price of $0.04 for a period of 60 months following the closing of the final tranche.

All securities issued pursuant to the final tranche of the Offering are subject to a statutory hold period of four months and one day from the date of issuance, expiring on January 17, 2027, in accordance with applicable Canadian securities legislation. The Company will file all requisite post-closing notices with the Canadian Securities Exchange.

 

Related Party Transaction. The participation of each of Mr. Schloo, President, CEO and Director of the Company (through Great White Capital Ltd.), and Mr. Patrick Mohan, a Director of the Company, in the final tranche of the Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The interested parties subscribed for an aggregate of $225,000 of Units under the final tranche. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities issued to, nor the consideration paid by, interested parties exceeds 25% of the Company’s market capitalization. The issuance of securities to the interested parties under the Offering was approved by the board of directors of the Company, with each of Mr. Schloo and Mr. Mohan declaring his interest in and abstaining from voting on the matter. The Company did not file a material change report at least 21 days before the closing of the final tranche as the details of the participation of insiders of the Company had not been confirmed at that time. The Company considers this shorter period reasonable in the circumstances in order to complete the final tranche in an expeditious manner.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

ABOUT HERITAGE MINING LTD.

 

The Company is a Canadian mineral exploration company advancing its Ontario Project Portfolio in Northwestern and Northeastern Ontario. The Drayton-Black Lake, Contact Bay and Scattergood projects are located near Sioux-Lookout in the underexplored Eagle-Wabigoon-Manitou Greenstone Belt. The Melba Property is located near Ramore, Ontario.  All Projects benefit from a wealth of historic data, excellent site access and logistical support from the local community.

  

For further information, please contact:

 

Heritage Mining Ltd.

 

Peter Schloo, CPA, CA, CFA

President, CEO and Director

Phone: (905) 505-0918

Email: [email protected]

  

FORWARD-LOOKING STATEMENTS

 

This news release contains certain statements that constitute forward looking information within the meaning of applicable securities laws. These statements relate to future events of the Company. Any statements that express or involve discussions with respect to predictions, 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 similar expressions are not statements of historical fact and may be forward looking information. All statements, other than statements of historical 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 different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Company will not be successful in completing additional acquisitions; risks relating to the estimation of mineral resources; the possibility that the Company’s estimated burn rate may be higher than anticipated; risks of unexpected cost increases; risks of labour shortages; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the Company’s projects; risks related to global pandemics and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update any forward‐looking information except as required by law.

 

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States, or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors.

 

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