Heritage Mining Ltd. Announces Amendments to Option Agreement with Stillwater Critical Minerals Corp.

VANCOUVER, October 28, 2024 - Heritage Mining Ltd. (CSE: HML) ("Heritage" or the "Company") is pleased to announce that it has executed an amendment (the "Amendment") to its option agreement dated November 25, 2021, as amended on December 29, 2023 (the "Option Agreement"), with Stillwater Critical Minerals Corp. (formerly Group Ten Metals Inc.) in respect of the Company's Drayton-Black Lake Project. The Amendment modifies certain financial and operational obligations of Heritage contained in the Option Agreement.

Key Terms of the Amendment:

1. First Option Exploration Expenditures: The deadline for Heritage incurring the final $1,000,000 in exploration expenditures required to exercise the first option to earn a 51% interest in the Drayton-Black Lake Project has been extended to January 25, 2025 from November 25, 2024 (the First OptionExtension").

2. Total Qualifying Expenditures: The deadline for Heritage incurring the $5,000,000 in aggregate qualifying expenditures on the Drayton Black-Lake Project to exercise the second option to earn a 90% in the Drayton-Black Lake Project has been extended to the fifth anniversary of the Option Agreement from the fourth anniversary (the Second Option Extension").

3. Equity Issuance Adjustments: As consideration for the First Option Extension and the Second Option Extension, Heritage will issue 3,000,000 units, each consisting of one common share and one share purchase warrant, exercisable to purchase an additional common share of the Company at a price of $0.10 for a period of 36 months from the issuance date, on or before January 25, 2025.

Peter Schloo, President, CEO and Director Commented "We appreciate the continued support and flexibility from our Optionor Stillwater Critical Minerals in regards to our option agreement on our flagship asset Drayton Black Lake. We have extended the first part of the earn-in (51%) by two months. We have extended the second portion of the earn-in (90%) by one additional year. The amendments to the option agreement provide support for systematic exploration and alleviate financing pressure."

Michael Rowley, President and CEO of Stillwater Critical Minerals, added, "We are pleased to continue to work with Heritage by providing greater flexibility for them to advance the Drayton-Black Lake project in alignment with their exploration strategy. These amendments reflect our confidence in Heritage's team and our commitment to supporting their efforts in unlocking the value of this very promising and district-scale asset."

The Company remains committed to its ongoing projects and collaboration with Stillwater, furthering its strategic focus on advancing mineral exploration in Northwestern Ontario.

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.

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