VANCOUVER, BC, September 23, 2024 – Heritage Mining Ltd. (CSE: HML FRA:Y66) (“Heritage” or the “Company”) is pleased to announce the engagement with Altitude Capital Consultants Inc. ("Altitude"). This strategic partnership aims to enhance the Company’s market presence by providing capital market advice in respect of potential capital market strategies as it relates to all future financings and by reviewing and analyzing strategic opportunities for the Company. Heritage is also pleased to announce a Non-Brokered Private placement up to C$1.313M to fund its upcoming exploration program and working capital.  

Michael Wekerle's Altitude is coming together with Gene McBurney's ECM Advisors to offer extensive expertise to junior miners poised for success. Together, they represent a significant opportunity for emerging mining companies equipped with promising properties and the vision to thrive in today’s evolving landscape.

Michael Wekerle and Gene McBurney are industry veterans whose insights and experience span decades. During their time at Griffiths McBurney Partnership (GMP) established a track record of navigating the complexities of the mining sector, understanding market dynamics, and identifying opportunities that can transform junior miners into market leaders. By sharing their knowledge, they empower these companies to make informed decisions, reduce risks, and enhance their operational strategies. This collaboration represents a significant opportunity for emerging mining companies equipped with promising properties and the vision to thrive in today’s evolving landscape.

"Heritage is undeniably looking in the right place for a significant discovery in mineral-rich Northwestern Ontario. The region’s geological potential is immense, and both the Drayton Black Lake, Contact Bay and Scattergood projects hold the promise of uncovering valuable and key mineral resources.

With the right approach and support, Heritage Mining Ontario Project Portfolio could yield literally tons of mineral wealth. The geological formations in this area are known for their rich deposits, and I believe Heritage Mining is on the verge of something truly transformative. Their commitment and strategic vision make them well-positioned to capitalize on this opportunity." Commented Michael Wekerle, Managing Director, Altitude Capital.

“We are thrilled to welcome both Altitude Capital Advisory and ECM Advisors as strategic partners. Michael Wekerle and Gene McBurney bring a wealth of expertise in supporting junior exploration companies, and their involvement comes at an ideal time as we advance our programs in Northwestern Ontario. With record gold prices and increasing interest in new discoveries, this partnership strengthens our ability to navigate the complexities of exploration and capitalize on the immense potential of our Ontario projects. Additionally, we already have supporting interest for approximately C$250,000, including contributions from Altitude Capital, existing insiders, institutions, and high-net-worth individuals. Their confidence in our strategy further solidifies our path forward as we unlock value for our shareholders.” Commented Peter Schloo, President, CEO, and Director of Heritage.

Heritage will be compensating Altitude with an advisory fee of $10,000 per month for 12 months, totaling $120,000.

In addition, Heritage will grant Altitude 3,000,000 share purchase options at an exercise price of $0.075 per share.

Non-Brokered Private Placement

Pursuant to the Offering, the Company intends to issue up to:

10,000,000 units (“Units”) of the Company at a price of $0.05 per Unit, for aggregate gross proceeds of up to $500,000 (the “Offering”).

16,260,000 Flow-Through Shares (“FT Shares’) of the Company at a price of 0.05 per FT Share, for aggregate proceeds of up to $813,000 (the “Offering”)

Each Unit will consist of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”).

Each FT Share will consist of one common share in the capital of the Company (“Common Share”).

Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.10 per Warrant Share until 4:30 pm (Pacific Standard time) on that date that is 36 months from the closing date of the Offering (the “Expiry Time”).

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

Closing of the Offering is expected to occur as soon as practicable and prior to October 7, 2024 and is subject to all customary approvals. Proceeds of the Offering will be used to fund the Company’s planned exploration and drilling programs on its Drayton-Black Lake Project and Contact Bay, in addition to general working capital. The securities issued pursuant to the Offering will be subject to a four month hold period under applicable securities laws. In connection with the Offering, certain finders may receive a cash fee and/or non-transferable finder warrants.

A Finder’s Fee equal to 6% cash and compensation warrant (the “Compensation Warrant”) equal to 6% of the number of Units or FT Shares, as applicable, issued pursuant to the Offering may be payable on certain orders in accordance with CSE rules. Each Compensation Warrant will entitle the holder to acquire one Common

Share of the Company at an exercise price of $0.05, for a period of 36 months

following the Closing Date.

“We are immensely grateful for the unwavering support from current institutional holders, existing and newly welcomed stakeholders Altitude and ECM both on market and in the private placement. The alignment of our collective vision has been a driving force, and we look forward to the positive impact this will have on our future endeavors. With everyone's support, we anticipate a quick and successful closure." Commented Peter Schloo, President, CEO and Director.

ABOUT HERITAGE MINING LTD.

The Company is a Canadian mineral exploration company advancing its two high grade gold-silver-copper projects in Northwestern Ontario. The Drayton-Black Lake, Contact Bay and Scattergood projects are located near Sioux Lookout in the underexplored Eagle-Wabigoon-Manitou Greenstone Belt. The projects benefit from a wealth of historic data, excellent site access and logistical support from the local community. The Company is well capitalized, 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 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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