Heritage Mining Ltd. — Capital/Financing Update 2025

Apr 23, 2025

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

April 17, 2025

1. News Release

A news release with respect to the material change referred to in this material change report was disseminated by the Company on April 22, 2025 through TheNewswire and filed on the SEDAR+ at www.sedarplus.ca.

1. Summary of the Material Change

The Company announced that it has closed the second and final tranche (“Tranche Two”) of its non-brokered private placement financing previously announced on April 7, 2025 and March 7, 2025 (the “Offering”).

1. Full Description of the Material Change

The Company closed Tranche Two of the Offering. The Company raised an aggregate of $232,500.00 pursuant to Tranche Two, of which $182,500.00 was raised on the issuance of 3,650,000 units (“Units”) and $50,000.00 was raised on the issuance of 1,000,000 flow-through units (“FT Units”), for total gross proceeds of $1,028,500.00 from the Offering. 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 60 months from issuance at an exercise price of $0.10 (“Warrant”). Each FT Unit was issued at a price per FT Unit of $0.05 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 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.

The Company paid an aggregate $1,450 in cash commissions and issued an aggregate of 28,000 compensation warrants (the “Compensation Warrants”) in connection with Tranche Two.

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Each Compensation Warrant entitles the holder to acquire one Common Share for a period of 36 months from issuance at an exercise price of $0.05.

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, in addition to general working capital. All securities issued pursuant to 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.

As part of the closing of Tranche Two, the Company settled $75,000 in debt obligations through the issuance of 1,500,000 Common Shares at a price of $0.05 and issued 2,180,000 Common Shares to directors and officers pursuant to the Company's equity incentive policies upon the recommendation of the compensation committee of the Company's board of directors.

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

Not applicable.

1. 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

April 23, 2025