Toronto, Ontario--(Newsfile Corp. - March 12, 2026) - Highland Critical Minerals Corp. (CSE: HLND) (FSE: U8X0) ("Highland") is pleased to announce the launch of a non-brokered flow-through private placement of common shares (the "FT Shares") for aggregate gross proceeds of up to C$400,000 (the "Offering"), at a price of C$0.25 per FT Share, for the issuance of up to 1,600,000 FT Shares.

Each FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act").

The Company intends to use an amount equal to the gross proceeds from the Offering to incur eligible "Canadian exploration expenses" (within the meaning of subsection 66.1(6) of the Tax Act) that are intended to qualify as "flow-through critical mineral mining expenditures" (or, failing that, "flow-through mining expenditures") as defined in subsection 127(9) of the Tax Act (the "Qualifying Expenditures"). The Company intends to incur the Qualifying Expenditures on or before December 31, 2027 and to renounce the Qualifying Expenditures to subscribers of the FT Shares with an effective date of December 31, 2026.

The Company may pay finder's fees in connection with the Offering, including a cash commission of up to 7.0% of the gross proceeds of the Offering, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange (the "CSE").

A statutory four month plus one day hold period will apply to all securities issued in connection with the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 state 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 the registration requirements is available.

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 exploration work on the Church Property and Sy Property, along with other mining properties it may acquire and develop. For more information, please visit https://highlandcritical.com.

Cautionary and Forward-Looking Statements

This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking information") within the meaning of applicable Canadian securities laws, including statements regarding: the Offering (including the size, terms and timing thereof); the anticipated use of proceeds and the incurrence and renunciation of Qualifying Expenditures; the anticipated payment of finder's fees; the receipt of required regulatory and CSE approvals; and the Company's future exploration plans and related timing (collectively, the "forward-looking information").

Forward-looking information is based on management's current expectations, estimates and assumptions and is subject to a number of risks and uncertainties. Material assumptions applied in making the forward-looking information include, without limitation: that the Company will be able to complete the Offering on the terms described (or at all) and within the anticipated timeframe; that required regulatory and CSE approvals will be obtained in a timely manner; that market conditions will remain supportive; that the Company will be able to deploy the gross proceeds as intended; that the Company will be able to incur eligible Canadian exploration expenses and that such expenses will qualify as "flow-through critical mineral mining expenditures" (or, failing that, "flow-through mining expenditures") and be renounced on the timelines contemplated; that applicable tax and securities laws (including the Tax Act) will not change in a manner that materially adversely affects the Offering or the intended tax treatment; and that the Company will be able to access contractors, equipment and other resources required to carry out its planned exploration activities.

Material risk factors that could cause actual results to differ materially from the forward-looking information include, without limitation: the risk that the Offering is not completed on the expected terms or at all; the risk that required approvals are not obtained in a timely manner (or at all); changes in market conditions; changes in tax, securities or other laws and policies; the risk that the Company is unable to incur eligible expenditures or that such expenditures do not qualify as contemplated and/or cannot be renounced as intended; operational, permitting, environmental and other risks inherent in mineral exploration; and the other risks and uncertainties described from time to time in the Company's continuous disclosure filings available under the Company's profile on SEDAR+.

Although the Company believes the expectations reflected in the forward-looking information are reasonable as of the date hereof, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288311