Mr. Edward Yew reports
HIGHLAND CRITICAL MINERALS CORP. AND 6025 NUNAVUT LTD. EXECUTE DEFINITIVE AGREEMENT TO ACQUIRE NUNAVUT MINING CLAIMS
Highland Critical Minerals Corp., together with its wholly owned subsidiary, 6025 Nunavut Ltd., on Nov. 21, 2025, executed a definitive asset purchase agreement with an arm's-length individual to acquire a 100-per-cent interest in certain mining claims located in the territory of Nunavut, Canada. Completion of the acquisition remains subject to customary closing conditions, including regulatory approvals.
Transaction summary
The property comprises two contiguous mineral claims, No. 105115 and No. 105116, totalling approximately 2,468.66 hectares, as described in Schedule A to the agreement. The property is located in Nunavut, Canada, and is considered prospective for gold and base metals, aligning with Highland's strategy to expand its portfolio in the region.
Under the terms of the agreement, the vendor has agreed to sell, assign and transfer to 6025 Nunavut a 100-per-cent interest in the property. 6025 Nunavut is a wholly owned subsidiary of Highland. The consideration for the acquisition consists of 50,000 class common shares in the capital of Highland, to be issued to the vendor, subject to customary conditions, including receipt of all necessary regulatory approvals and compliance with applicable securities laws and the rules of the Canadian Securities Exchange. The value of the consideration shares will be determined based on the closing price of Highland's Class A common shares that are listed on the CSE on the last trading day prior to closing the acquisition. The consideration shares will be subject to a four-month statutory hold period and additional contractual resale restrictions for 12 months following closing.
Conditions to closing
The closing of the acquisition is subject to a number of customary conditions, including, but not limited to:
- Satisfactory completion of due diligence by Highland and 6025 Nunavut;
- Receipt of all required regulatory and third party approvals, including approval of the CSE;
- Delivery of evidence of title to the property registered in the name of 6025 Nunavut;
- Execution of lock-up agreements by the vendor;
- The right of the purchaser to unilaterally terminate the agreement prior to closing without penalty if it is dissatisfied with the results of its due diligence investigations.
There can be no assurance that the acquisition will be completed as proposed or at all.
The agreement was negotiated at arm's length. No finders' fees are payable in connection with the agreement.
Strategic rationale
The property is considered prospective for gold and base metals, and aligns with Highland's strategy to expand its exploration portfolio in Nunavut. Subject to closing, Highland intends to review all available data and develop an exploration plan for the property.
Qualified person statement
The scientific and technical information contained in this news release has been reviewed and approved by Carey Galeschuk, PGeo, who is a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects. Mr. Galeschuk is an independent consultant to Highland Critical Minerals.
Cautionary note regarding the agreement
Investors are cautioned that the acquisition remains subject to the satisfaction of various conditions precedent, and there can be no assurance that the acquisition will be completed as contemplated or at all.
About Highland Critical Minerals Corp.
Highland is a mineral exploration and development company. Its activities consist of acquiring and exploring and 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.
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