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Heritage Mining Ltd. Proxy Solicitation & Information Statement 2023

Oct 16, 2023

47990_rns_2023-10-16_21e36289-882a-466f-b049-da1c450d76cc.pdf

Proxy Solicitation & Information Statement

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Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials including management information circulars, as well as annual financial statements and management’s discussion and analysis on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

HERITAGE MINING LTD. has elected to utilize notice-and-access and provide you with the following information: Meeting Date and Time: Nov. 16, 2023 12:00 PM Canada/Eastern Standard Meeting Location: 12:00pm ET / 9:00am PT First Canadian Place 100 King Street West, Suite 5600 Toronto, Ontario M5X 1C9 Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2334.

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869 or email [email protected]. In order to receive a paper copy in time to vote before the Meeting, your request should be received by Nov. 7, 2023.

Please follow the instructions accompanying the Voting Instruction Form you receive with respect to returning it.

Disclosure regarding matters to be voted on may be found in the following Sections of the Information Circular.

  1. NUMBER OF DIRECTORS 2. ELECTION OF DIRECTORS 3. APPOINTMENT OF AUDITOR 4. REMUNERATION OF AUDITORS

You should review the Information Circular before voting.

www.tsxtrust.com

VANCOUVER CALGARY TORONTO MONTRÉAL

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HERITAGE MINING LTD.

Request for Financial Statements

(Company) 2023

IF YOU WISH TO RECEIVE THESE DOCUMENTS BY Rather than receiving the financial statements by mail, you may choose to MAIL, PLEASE DETACH THIS PORTION AND RETURN view these documents on the SEDAR+ website at www.sedarplus.ca. THIS COMPLETED FORM TO:

TSX Trust Company 301 - 100 Adelaide Street West Toronto ON M5H 4H1 or fax to 416-595-9593

I HEREBY CERTIFY that I am a registered and/or beneficial holder of the Company, and as such, request that my name be placed on the Company’s Mailing List in respect to its annual and/or interim financial statements and the corresponding MD&A for the current financial year.

FIRST NAME LAST NAME

ADDRESS CITY

PROVINCE/STATE POSTAL/ZIP CODE COUNTRY

Signature of Security holder DATE (MM/DD/YYYY)