CSE bulletin 2025-1212

Highland Critical Minerals Corp. has set 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., pursuant to which Highland will distribute its Class A common voting shares in the capital of Highland Red Lake and share purchase warrants of Highland Red Lake, exercisable to acquire Highland Red Lake shares at a price of 15 cents per share for a period of five years from the date of issuance to securityholders of Highland, pursuant to a statutory plan of arrangement.

Pursuant to the arrangement agreement dated Aug. 19, 2025: (i) all of the issued and unissued Class A common shares in the capital of Highland shall be renamed and each prearrangement common share shall have two votes attaching to each share; and (ii) create a new class of shares with terms and restrictions identical to those of the Highland common shares.

After implementing the article amendments, the arrangement will be completed, whereby: (i) the prearrangement common shares outstanding as of Aug. 26, 2025, 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 (RSUs) in the capital of Highland that have not been exchanged for the underlying prearrangement common shares as of the date the arrangement becomes effective shall receive an 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 outstanding as of the distribution record date that has not been exercised for the prearrangement common shares prior to the effective date shall receive one Class A common share for each prearrangement 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 prearrangement common share that was issuable upon exercise of the Highland warrant. The spinout will occur on Dec. 8, 2025.

Each issued and outstanding prearrangement common share outstanding shall be exchanged for one Class A common share each, with identical terms to the prearrangement common shares.

The existing Highland common shares will be delisted effective at the close of trading on Dec. 5, 2025. The new Class A common shares being distributed pursuant to the arrangement will commence trading at market open on Dec. 8, 2025.

Highland expects that this will result in an aggregate of 15,635,416 Highland Red Lake shares and 15,635,416 Highland Red Lake warrants being distributed to the Highland securityholders, and an aggregate of approximately 2,614,584 Highland Red Lake shares retained by Highland.

For more information, please see the news releases issued by Highland.

Old security name:  Highland Critical Minerals -- Class A common shares

Symbol:  HLND

Old Cusip No.:  43005Y 10 0

Old ISIN:  CA 43005Y 10 0 7

Ex distribution date:  Aug. 26, 2025

Record date:  Aug. 26, 2025

Anticipated payment date:  Dec. 8, 2025

Delisting date:  Dec. 5, 2025

New security name:  Highland Critical Minerals -- Class A common shares

Symbol:  HLND

New Cusip No.:  429935 10 9

New ISIN:  CA 429935 10 9 4

Effective trading date:  Dec. 8, 2025