Highland Critical Minerals Corp. and Highland Red Lake Gold Corp. Announce Completion of Plan of Arrangement

Toronto, Ontario--(Newsfile Corp. - December 9, 2025) - Highland Critical Minerals Corp. (CSE: HLND) (FSE: U8X) ("Highland") and Highland Red Lake Gold Corp. ("Highland Red Lake") are pleased to announce the closing of the previously announced distribution of a portion of Highland's holdings of class A common voting shares without par value of Highland Red Lake ("Highland Red Lake Shares") and share purchase warrants 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 ("Highland Red Lake Warrants") to securityholders of Highland through a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Plan of Arrangement"), pursuant to an arrangement agreement dated August 19, 2025 ("Arrangement Agreement").

Pursuant to the Plan of Arrangement, Highland amended its articles: (i) to reclassify the class A common shares (the "Highland Common Shares") as "Pre-Arrangement Common Shares" ("Pre-Arrangement Common Shares"); 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 distribution record date for the Plan of Arrangement was August 26, 2025 (the "Distribution Record Date"). On December 8, 2025, being the effective date for the Plan of Arrangement (the "Effective Date"), the following occurred:

1. each holder of Pre-Arrangement Common Shares as of the Distribution Record Date received 0.5 of a Highland Red Lake Share and 0.5 of a Highland Red Lake Warrant for each Pre-Arrangement Common Share held;

2. Each holder of restricted share units ("RSU") in the capital of Highland ("Highland RSUs") outstanding as of the Distribution Record Date received a RSU in the capital of Highland Red Lake, each entitling the holder thereof to acquire 0.5 of a Highland Red Lake Share and 0.5 of a Highland Red Lake Warrant for each Highland RSU held. Additionally, the Highland RSUs outstanding as of the Distribution Record Date that had not been exchanged for the underlying Pre-Arrangement Common Shares prior to the Effective Date may now receive Class A Common Shares pursuant to the terms and vesting conditions of the Highland RSUs; and

3. each share purchase warrant of Highland exercisable to acquire Highland Common Shares (the "Highland Warrants") outstanding as of the Distribution Record Date that was not exercised for the Pre-Arrangement Common Shares prior to the Effective Date was amended such that the Highland Warrants may be exercised to receive: (A) one Class A Common Share for each Pre-Arrangement Common Share that was issuable upon exercise of the Highland Warrant, and (B) 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. Additionally, Highland Warrants outstanding as of the Distribution Record Date that were exercised for the Pre-Arrangement Comon Shares prior to the Effective Date received 0.5 of a Highland Red Lake Share and 0.5 of a Highland Red Lake Warrant in respect of each Highland Warrant so held.

An aggregate of 15,635,416 Highland Red Lake Shares and 15,635,416 Highland Red Lake Warrants were distributed to the Highland securityholders, and an aggregate of 4,885,416 Highland Red Lake Shares were retained by Highland. Of those 4,885,416 Highland Red Lake Shares, 2,750,000 Highland Red Lake Shares represent payment of an advisory fee by Highland Red Lake to Highland.