Toronto, Ontario — December 9, 2025 — Leads & Copy — Highland Critical Minerals Corp. (CSE: HLND) and Highland Red Lake Gold Corp. have completed the distribution of Highland’s holdings of class A common voting shares of Highland Red Lake and share purchase warrants to Highland securityholders. The distribution was executed through a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia), according to an arrangement agreement dated August 19, 2025.
Under the Plan of Arrangement, Highland reclassified its class A common shares as “Pre-Arrangement Common Shares” and created a new class of shares (“Class A Common Shares”) with identical terms and restrictions.
The distribution record date was August 26, 2025. The effective date for the Plan of Arrangement was December 8, 2025, and on this date, the following actions occurred:
- Each holder of Pre-Arrangement Common Shares received 0.5 of a Highland Red Lake Share and 0.5 of a Highland Red Lake Warrant for each share held.
- Holders of restricted share units (RSU) in Highland’s capital received a RSU in Highland Red Lake’s capital, entitling them to acquire 0.5 of a Highland Red Lake Share and 0.5 of a Highland Red Lake Warrant for each Highland RSU held. Outstanding Highland RSUs may now receive Class A Common Shares.
- Each Highland share purchase warrant was amended, allowing holders to receive one Class A Common Share and 0.5 of a Highland Red Lake Share and Warrant for each Pre-Arrangement Common Share issuable upon exercise.
- Holders who exercised Highland Warrants for Pre-Arrangement Common Shares before the effective date received 0.5 of a Highland Red Lake Share and Warrant for each Highland Warrant held.
An aggregate of 15,635,416 Highland Red Lake Shares and Warrants were distributed to Highland securityholders, while Highland retained 4,885,416 Highland Red Lake Shares, with 2,750,000 of these shares representing payment of an advisory fee from Highland Red Lake to Highland.
Each outstanding Pre-Arrangement Common Share was exchanged for one Class A Common Share, and the Pre-Arrangement Common Shares were cancelled. The CUSIP and ISIN numbers for the Class A Common Shares are 429935109 and CA4299351094, respectively. The CUSIP and ISIN numbers for the distributed Highland Red Lake Shares are 43074E100 and CA43074E1007, respectively, and for the Highland Red Lake Warrants, they are 43074E118 and CA43074E1189, respectively.
Following the arrangement, Highland Red Lake’s securities are issued and outstanding as follows:
| Securityholders | Highland Red Lake Shares | Highland Red Lake Warrants | Fully Diluted | Percentage (Basic) | Percentage (Fully Diluted) |
|---|---|---|---|---|---|
| Highland | 4,885,416 | Nil | 4,885,416 | 17% | 10% |
| Highland Securityholders | 15,635,416 | 15,635,416 | 31,270,832 | 56% | 61% |
| Other shareholders of Highland Red Lake | 7,408,335 | 7,408,335 | 14,816,670 | 27% | 29% |
| Total | 27,929,167 | 23,043,751 | 50,972,918 | 100% | 100% |
Highland has also filed an early warning report regarding Highland Red Lake, disclosing its shareholding change from 73.47% to 17% of the outstanding Highland Red Lake Shares.
Highland has also announced updates regarding its Church Property in Ontario, and its Sy Property, located in Nunavut, Canada. Highland Red Lake is currently executing an exploration program at the Red Lake Claims in Northern Ontario, focused on prospecting, LIDAR, and magnetic imaging, and is analyzing the results to identify areas for further exploration, with an update planned in the coming weeks.
Highland is evaluating plans for further exploration at the Church Property, with a decision expected in spring 2026. Preparations are underway to launch the next phase of exploration at the Sy Property in the coming weeks and will announce planned exploration activities to the market once its primary contracts are secured and exploration plans have been finalized.
Highland Critical Minerals Corp. is a mineral exploration and development company focused on acquiring and exploring mining properties. Highland Red Lake Gold Corp. is focused on exploring and developing mineral claims in the Red Lake gold district of Northern Ontario, Canada.
Contacts:
Highland Critical Minerals Corp.
Edward Yew
ted.yew@highlandcritical.com
647-241-7202
Highland Red Lake Gold Corp.
Edward Yew
ted.yew@highlandcritical.com
647-241-7202
Source: Highland Critical Minerals Corp.
