Heritage Mining Ltd. — Capital/Financing Update 2024

Jun 21, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Company

Heritage Mining Ltd. (the “Company” or “Heritage”)
Suite 300, 1055 West Hastings Street
Vancouver, BC V6E 2E9

1. Date of Material Change

June 20, 2024

1. News Release

A news release with respect to the material change referred to in this material change report were disseminated by the Company on June 21, 2024 through TheNewswire and filed on the SEDAR+ at www.sedarplus.ca.

1. Summary of the Material Change

On June 21, 2024, the Company closed the first tranche (“Tranche One”) of its non-brokered private placement financing previously announced on June 12, 2024 (the “Offering”).

1. Full Description of the Material Change

On June 21, 2024, the Company closed Tranche One of the Offering. The Company raised an aggregate of $593,003.96 pursuant to Tranche One, of which $362,000.00 was raised on the issuance of 7,240,000 units (“Units”) and $231,003.96 was raised on the issuance of 3,850,066 flow-through units (“FT Units”). 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 $0.075 (“Warrant”). Each FT Unit was issued at a price of $0.06 and is comprised of one Common Share which will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) and one Warrant.

The Company paid an aggregate $23,320.32 in cash commissions and issued an aggregate 400,806 compensation options (the “Compensation Options”) in connection with Tranche One. Each Compensation Option entitles the holder to acquire one additional Unit at a price of $0.05 for a period of 24 months following the date of issuance.

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

1. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

---

• 2 -

• Omitted Information

Not applicable.

1. Executive Officer

For further information, please contact Peter Schloo, Chief Executive Officer, President and Director, at (905) 505-0918 or by email at peter@heritagemining.ca.

1. Date of Report

June 21, 2024