CSE Bulletin: Notice of Distribution and Reclassification - Highland Critical Minerals Corp. (HLND)

Toronto, Ontario--(Newsfile Corp. - Le 5 décembre/December 2025) - Highland Critical Minerals Corp. (“Highland”) has announced the effective date of the reclassification as well as the previously announced plan of arrangement with its wholly-owned subsidiary, Highland Red Lake Gold Corp. (“Red Lake”), pursuant to which Highland will distribute its class A common voting shares in the capital of Red Lake (the “Highland Red Lake Shares”) and share purchase warrants of Highland Red Lake exercisable to acquire Highland Red Lake Shares at a price of $0.15 per share for a period of five years from the date of issuance (the “Highland Red Lake Warrants”) to securityholders of Highland, pursuant to a statutory plan of arrangement (the “Arrangement”).

Pursuant to the arrangement agreement dated August 19, 2025 (the “Arrangement Agreement”), (i) all of the issued and unissued class A common shares in the capital of Highland (the “Highland Common Shares”) shall be renamed (the “Pre-Arrangement Common Shares”) and each Pre-Arrangement Common Share shall have two votes attaching to each share; and (ii) create a new class of shares (the “Class A Common Shares”) with terms and restrictions identical to those of the Highland Common Shares (the “Article Amendments”).

After implementing the Article Amendments, the Arrangement will be completed, whereby: (i) the Pre-Arrangement Common Shares outstanding as of August 26, 2025 (the “Distribution Record Date”) shall be exchanged for 0.5 of a Highland Red Lake Share, and 0.5 of a Highland Red Lake Warrant; (ii) restricted share units (“RSU”) in the capital of Highland (“Highland RSUs”) that have not been exchanged for the underlying Pre-Arrangement Common Shares as of the date the Arrangement becomes effective (the “Effective Date”) shall receive a RSU to acquire one Class A Common Share and one RSU in the capital of Highland Red Lake to acquire 0.5 of a Highland Red Lake Share and 0.5 of a Highland Red Lake Warrant on the Distribution Record Date; and (iii) each warrant in the capital of Highland (“Highland Warrant”) outstanding as of the Distribution Record Date that has not been exercised for the Pre-Arrangement Common Shares prior to the Effective Date shall receive one Class A Common Share for each Pre-Arrangement Common Share that was issuable upon exercise of the Highland Warrant, and 0.5 of a Highland Red Lake Share and 0.5 of Highland Red Lake Warrant for each Pre-Arrangement Common Share that was issuable upon exercise of the Highland Warrant. The spin-out will occur on December 8, 2025.