Highland Critical arrangement receives final court OK

Executive Summary

• Highland Critical Minerals Corp. has obtained a final order from the Supreme Court of British Columbia approving its previously announced statutory plan of arrangement.
• The arrangement involves the distribution of Class A common voting shares and share purchase warrants of its wholly owned subsidiary, Highland Red Lake Gold Corp., to Highland Critical Minerals securityholders.
• The transaction is anticipated to close on or about December 4, 2025, subject to customary conditions.

Key Details

• Court Approval: Final order obtained from the Supreme Court of British Columbia on November 28, 2025, approving the plan of arrangement under Section 288 of the Business Corporations Act (British Columbia).
• Transaction Structure: The company will distribute Class A common voting shares in the capital of Highland Red Lake Gold Corp. and share purchase warrants of Highland Red Lake to securityholders of Highland Critical Minerals Corp.
• Warrant Terms: The warrants are exercisable to acquire Highland Red Lake shares at an exercise price of 15 cents per share.
• Warrant Duration: The warrants are exercisable for a period of five years from the date of issuance.
• Shareholder Approval: The special resolution to authorize the arrangement was approved by shareholders at an annual general and special meeting on November 21, 2025.
• Closing Date: Anticipated to close on or about December 4, 2025, subject to satisfaction/waiver of customary conditions precedent.
• Reference Documents: Details are further described in the news release dated August 20, 2025, the management information circular dated October 27, 2025, and the arrangement agreement dated August 19, 2025, all available on SEDAR+.

Notable Quotes

• None provided in the text.