Toronto, Ontario–(Newsfile Corp. – November 25, 2025) – Highland Critical Minerals Corp. (CSE: HLND) (FSE: U8X) (“Highland” or the “Company“) is pleased to announce that the special resolution (the “Arrangement Resolution“) authorizing its proposed plan of arrangement (the “Arrangement“) with Highland’s wholly-owned subsidiary, Highland Red Lake Gold Corp. (“Highland Red Lake“) was approved at its annual general and special meeting held on November 21, 2025 (the “Meeting“) of the holders of its class A common shares (the “Shareholders“). To be effective, the Arrangement Resolution required the approval of at least 66⅔% of the votes cast by the Shareholders at the Meeting in person or represented by proxy. The Arrangement Resolution was approved by 100% of the Shareholders present in person or represented by proxy at the Meeting.
The application for the final order of the Supreme Court of British Columbia approving the Arrangement is currently expected to take place on or about November 28, 2025 at 9:45 a.m. (Vancouver Time). Subject to obtaining the Final Order, final approval from the Canadian Securities Exchange, and certain other conditions to implementing the Arrangement as set out in the arrangement agreement between Highland and Highland Red Lake dated August 19, 2025, the Arrangement is expected to be completed prior to the end of 2025.
Further details regarding the Arrangement are set out in the management information circular of Highland dated October 27, 2025 (the “Circular“) which is available under Highland’s issuer profile on SEDAR+ at www.sedarplus.ca.
In addition, the Company is pleased to report that all the other items to be voted on at the Meeting were approved as set out in the Circular, as described below:
- Fixing Size of Board: fixing the size of the Highland board at three.
- Election of Directors: electing the following individuals as directors:
- Brian Morales
- Yazeed Esnan
- Sophie Galper-Komet
- Appoint the Auditor: appointing MNP LLP, Chartered Professional Accountants as auditors of Highland for the ensuing year and authorizing the directors to fix their remuneration.
- Option Plan Resolution: approving the Company’s existing stock option plan.
- Restricted Share Unit Plan Resolution: approving the Company’s existing restricted share unit plan.
ABOUT HIGHLAND CRITICAL MINERALS CORP.
Highland is a mineral exploration and development company. Its activities consist of acquiring and exploring, mining properties to enhance shareholder value as it proceeds with the exploration work on the Church Property among other mining properties it may acquire and develop.
For more information, please visit https://highlandcritical.com.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the completion of the Agreement and the Arrangement; closing of the Arrangement; the anticipated benefits of the Arrangement for securityholders of Highland; the completion of conditions set out in the arrangement agreement, including receipt of all regulatory approvals; the future exploration and development plans of the Company; and the satisfaction final approval of the Arrangement by the Canadian Securities Exchange and other activities, events or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “intends”, “estimates”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. Such forward-looking information and statements are based on numerous assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory and court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the arrangement agreement and the Arrangement; that general business and economic conditions will not change in a material adverse manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate. Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the diversion of management time on Arrangement-related issues; reliance on key management and other personnel; potential downturns in economic conditions; actual, and risks generally associated with the mining industry, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws. Additional information relating to the Company, including its long-form prospectus dated May 9, 2025, can be located on SEDAR+ at www.sedarplus.ca.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
Disclaimer
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from such registration requirements is available.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275896
COMTEX_470541135/2523/2025-11-25T15:09:59