MHL Press Release May 19, 2026
NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
Heritage Mining Closes Third Tranche of Non-Brokered Private Placement
TORONTO, ON, May 19, 2026 – Heritage Mining Ltd. (CSE:HML) (FRA:Y66) (“ Heritage” or the
“Company”) is pleased to announce that further to its news release dated March 4, 2026, the Company has
closed the third tranche of its previously announced non -brokered private placement (the “Offering”) of units
(“Units”) and flow-through shares (“FT Shares”) for gross proceeds of $650,000.
Pursuant to the closing of the third tranche, the Company has issued 12,000,000 FT Shares of the Company at
a price of $0.04 per FT Share, for aggregate gross proceeds of $480,000.00 and 4,250,000 Units of the
Company at a price of $0.04 per Unit, for aggregate gross proceeds of $170,000.00. In connection with the
closing of the first tranche, the Company paid finders’ fees to eligible finders consisting of $34,450 in cash
and 661,250 compensation unit warrants (“Compensation Unit Warrants”) Each Compensation Unit
Warrant will entitle the holder to acquire one Common Share and one Warrant of the Company at an exercise
price of $0.04, for a period of 60 months following the Closing Date.
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 pm (Pacific Standard
time) on that date that is 60 months from the closing date of the Offering (the “Expiry Time”).
A Finder’s Fee equal to 7% cash and compensation unit warrants (“Compensation Unit Warrants”) equal to
7% of the gross proceeds of the sale of FT Shares and Units, as applicable, issued pursuant to the Offering may
be payable on certain orders in accordance with CSE rules. Each Compensation Unit Warrant will entitle the
holder to acquire one Common Share and one Warrant of the Company at an exercise price of $0.04, for a period
of 60 months following the Closing Date.
A Finder’s Fee equal to 1.0% cash compensation on the number of Units or FT Shares, as applicable, issued
pursuant to a President’s list the Offering may be payable on certain orders in accordance with CSE rules.
The Company further announces that it has settled $111,513.40 of debt owing to certain consultants, service
providers, directors and officers of the Company by issuing an aggregate of 2,787,834 common shares in the
capital of the Company (“Common Shares ”) at a deemed price of $0.0 4 per common share (the “Debt
Settlement”). Additionally, it has issued Advanced Gold Exploration Inc. (“Advanced Gold”) 2,611,940
Common Shares in accordance with Heritage’s obligations under Section 3.2 of the asset purchase agreement
between Advanced Gold and Heritage dated September 22, 2026. Affiliates of two officers of the Corporation
were issued a total of 1,200,8333 Common Shares as part of the Debt Settlement, which issuances constitutes
a "related party transaction" within the meaning of Multilateral Instrument 61 -101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV. The Corporation is
relying on the exemption for a formal valuation under section 5.5(b) of MI 61-101 (trading on the TSXV), and
on the exemption for minority shareholder approval under section 5.7(1)(b) of MI 61-101 (fair market value of
less than C$2,500,000).
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 wi ll 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 relat ed 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 as sume 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, p ursuant to a subscription agreement to be entered
into by the Company and prospective investors.