Heritage Mining Announces Closing Date for Oversubscribed Final Tranche of Non-Brokered Private Placement Led by CEO and Institutional Investors
(TheNewswire)
TORONTO, ON, September 9, 2026 - TheNewswire – Heritage Mining Ltd. (CSE:HML) (FRA:Y66) (“Heritage” or the “Company”) is pleased to announce that the Company expects to close the fourth and final tranche of its previously announced non-brokered private placement of units (“Units”) and flow-through shares (“FT Shares”). The final tranche is expected to close on or about September 15, 2026 for gross proceeds of approximately $970,000 through the issuance of 3,750,000 FT Shares and up to 19,425,000 Units, resulting in aggregate gross proceeds under the Offering of approximately $2,525,000. Units will be issued at a price of $0.04 per Unit and FT Shares at a price of $0.04 per FT Share.
The final tranche was led by Peter Schloo, CPA, CA, CFA, President, CEO and Director of Heritage Mining Ltd. and Ten Point Fund managed by Greg Scholfield, Portfolio Manager with Corton Capital Inc. each subscribing for C$200,000 of Units (C$400,000 in the aggregate). The remaining orders are from existing high-net-worth and institutional investors which have supported the Company over the past year.
“I’m delighted to support the Company as we progress the Melba Project. The timing could not be better as we look to bring Melba to its full potential.” commented Peter Schloo, President, CEO and Director of Heritage Mining Ltd.
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“We have supported the Company since its inception and have not sold one share. We will continue to support Heritage Mining Ltd. in both private placements and in the market,” commented Greg Scholfield, Portfolio Manager of Ten Point Fund.
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 p.m. (Vancouver time) on the 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 the President’s list under the Offering may be payable on certain orders in accordance with CSE rules.
All securities issued pursuant to the final tranche of the Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities legislation. Closing of the final tranche remains subject to the receipt of all necessary regulatory approvals, including the final approval of the Canadian Securities Exchange.
Related Party Transaction. The participation of Mr. Schloo, an insider of the Company, in the final tranche of the Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities issued to, nor the consideration paid by, interested parties exceeds 25% of the Company’s market capitalization. The issuance of securities to Mr. Schloo under the Offering was approved by the board of directors of the Company, with Mr. Schloo declaring his interest in and abstaining from voting on the matter. The Company did not file a material change report at least 21 days before the expected closing date of the final tranche as the details of the participation of insiders of the Company had not been confirmed at that time. The Company considers this shorter period reasonable in the circumstances in order to complete the final tranche in an expeditious manner.
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 will 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.
ABOUTHERITAGEMININGLTD.
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.
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.
NOTINTENDEDFORDISTRIBUTIONTOUNITEDSTATESNEWSWIRESERVICESORFOR DISSEMINATION IN THE UNITED STATES
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Heritage Mining closes final tranche of non-brokered private placement | Strikepoint News
