Highland Critical Minerals Corp. Obtains Final Order for Plan of Arrangement

Executive Summary

• Highland Critical Minerals Corp. received a Supreme Court of British Columbia final order approving its previously‑announced statutory plan of arrangement.
• The arrangement will distribute Highland Red Lake Shares and share purchase warrants (exercisable at $0.15 per share for five years) to existing securityholders.
• Closing of the arrangement is expected around December 4, 2025, subject to customary conditions precedent.

Key Details

• Final Order Date: November 28, 2025 – issued by the Supreme Court of British Columbia approving the statutory plan of arrangement under B.C. Business Corporations Act s. 288.
• Arrangement Structure: Distribution of Class A common voting shares (“Highland Red Lake Shares”) of wholly‑owned subsidiary Highland Red Lake Gold Corp. and share purchase warrants (“Highland Red Lake Warrants”).
• Warrant Terms: Exercise price $0.15 per share; exercisable for a period of five years from the date of issuance.
• Shareholder Approval: Special resolution authorizing the arrangement approved at the annual general and special meeting on November 21, 2025 (press release dated November 25, 2025).
• Anticipated Closing: Expected on or about December 4, 2025, pending satisfaction/waiver of customary conditions precedent in the Arrangement Agreement dated August 19, 2025.
• Reference Documents:
• Press release – August 20, 2025 (initial arrangement details)
• Management Information Circular – October 27, 2025
• Arrangement Agreement – August 19, 2025 (available on SEDAR+).
• Regulatory Filings: All documents filed on the Company’s SEDAR+ profile (www.sedarplus.ca).

Notable Quotes

(No direct quotes were provided in the release.)