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

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

(TheNewswire)

Heritage Mining Ltd.

VANCOUVER, BC TheNewswire - November 8, 2024 Heritage Mining Ltd. (CSE: HML) (" Heritage " or the " Company ") is pleased to announce that it has closed the final tranche (" Tranche Two ") of its non - brokered private placement financing previously announced on September 23, 2024 (the " Offering ").

"We are thrilled to announce the oversubscribed closing of our non-brokered private placement. We have deployed capital towards planned exploration activities including ongoing drone mag and prospecting at Drayton Black Lake -  Zone 3 as well as drone mag at Contact Bay (Rognan Mine area). We are making great progress and look forward to updating everyone on our findings in short order." Commented Peter Schloo, President CEO and Director

The Company raised an aggregate of $322,000 pursuant to Tranche Two, of which $ 47,000 was raised on the issuance of 940,000 units (" Units ") and $275,000 was raised on the issuance of 5,500,000 flow-through shares (" FT Shares ").  Each Unit was issued at a price per Unit of $0.05 and is comprised of one common share in the capital of the Company (" Common Share ") and one Common Share purchase warrant entitling the holder to acquire one Common Share for a period of 36 months at an exercise price of $0.10 (" Warrant ").  The FT Shares were issued at a price of $0.05 per FT Share which will qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada).

The Company paid an aggregate of $21,620 in cash commissions and issued an aggregate of 332,400 compensation warrants (the " Compensation Warrants ") in connection with Tranche Two.  Each Compensation Warrant entitling the holder to acquire one Common Share at a price of $0.05 for a period of 36 months following the date of issuance.

Proceeds of Tranche Two will be used to fund the Company's previously announced exploration and drilling program on its flagship Drayton-Black Lake Project and Contact Bay, in addition to general working capital. All securities issued pursuant to the Tranche Two are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

Insiders of the Company subscribed for 100,000 Units and 1,000,000 FT Shares under tranche one (" Tranche One ") of the Offering and 800,000 Units under Tranche Two of the Offering.  Each transaction with an insider of the Company constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").  The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

Together with the Tranche One, the Company raised an aggregate of $1,398,002, of which an aggregate of $533,000 was raised on the issuance of an aggregate of 10,660,000 Units and an aggregate of $865,002 was raised on the issuance of an aggregate of 17,300,040 FT Shares.  Together with Tranche One, the Company paid an aggregate of $64,400.12 in cash commissions and issued an aggregate of 1,149,602 Compensation Warrants.

As part of the closing of Tranche Two, the Company settled $33,212 in debt obligations through the issuance of 664,240 Common Shares at a price of $0.05.

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 and the Contact Bay projects are located near Sioux Lookout in the underexplored Eagle-Wabigoon-Manitou Greenstone Belt . Both 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.

NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Copyright (c) 2024 TheNewswire - All rights reserved.

News Provided by TheNewsWire via QuoteMedia

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Nuvau Minerals Inc. Announces Grant of Options (CNW Group/Nuvau Minerals Inc.)

The first tranche consists of 1,500,000 Options (the " Tranche 1 Options ") with each Tranche 1 Option entitling the holder to acquire one common share at an exercise price of $0.90 per common share until May 29, 2030 . The Tranche 1 Options are subject to vesting provisions, with 50% of the Tranche 1 Options vesting immediately and the remaining Tranche 1 Options vesting on December 12, 2025 .

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About Nuvau Minerals Inc.

Nuvau is a Canadian mining company focused on the Abitibi Region of Québec. Nuvau's principal asset is the Matagami Property that is host to significant existing processing infrastructure and multiple mineral deposits and is being acquired from Glencore.

For more information go to our website www.nuvauminerals.com .

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Disclaimer & Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, " forward-looking statements ") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Options. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor Nuvau undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Nuvau Minerals Inc.

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