Highland Critical Minerals Corp. Announces Shareholder Approval of Plan of Arrangement

Executive Summary

• Highland Critical Minerals Corp. received shareholder approval (100% of votes cast) for its proposed plan of arrangement with wholly‑owned subsidiary Highland Red Lake Gold Corp.
• The final court order from the Supreme Court of British Columbia is expected around November 28, 2025, after which regulatory approvals are anticipated and the arrangement should be completed before year‑end 2025.
• Additional items approved at the same meeting include fixing the board size at three directors, election of three new directors, appointment of auditor MNP LLP, and ratification of existing stock option and restricted share unit plans.

Key Details

• Arrangement Resolution: Approved by 100% of shareholders present or represented by proxy; required ≥66 % approval.
• Expected Timeline: Final court order anticipated on or about November 28, 2025 (9:45 a.m. Vancouver time); subject to CSE and other regulatory approvals, the arrangement is expected to close before 31 December 2025.
• Board Governance: Board size fixed at three directors. New directors elected: Brian Morales, Yazeed Esnan, Sophie Galper‑Komet.
• Auditor Appointment: MNP LLP appointed as auditor for the forthcoming fiscal year; directors authorized to set remuneration.
• Equity Plans: Existing stock option plan and restricted share unit plan were ratified by shareholders.
• Reference Documents: Management Information Circular dated 27 October 2025 available on SEDAR+.

Notable Quotes

(No direct quotes included in the release.)