Highland Critical Minerals Corp. Announces Mailing of Meeting Materials and Receipt of Interim Order Related to Proposed Arrangement with Highland Red Lake Gold Corp.

Toronto, Ontario--(Newsfile Corp. - October 29, 2025) - Highland Critical Minerals Corp. (CSE: HLND) (FSE: U8X) ("Highland" or the "Company") is pleased to announce that it received an interim order of the Supreme Court of British Columbia on October 27, 2025 (the "Interim Order") and has filed a management information circular (the "Circular") dated October 27, 2025 and related meeting and proxy materials (the "Meeting Materials") for its annual general and special meeting of holders of class A common shares of the Company (the "Shares") to be held on November 21, 2025 (the "Meeting").

The notice of meeting, Interim Order, and notice of petition were mailed to holders of the Shares of record as of September 22, 2025 (the "Record Date") and the Meeting Materials are available under the Company's SEDAR+ profile at www.sedarplus.ca, and on the Company's website, Highland Critical Minerals | Lithium & Gold Exploration in Ontario & Nunavut.

The Meeting is being held to request Highland shareholders to approve certain annual matters and the proposed statutory plan of arrangement (the "Arrangement"), with Highland's wholly-owned subsidiary, Highland Red Lake Gold Corp. ("Highland Red Lake") to be affected under the Business Corporations Act (British Columbia). The Interim Order authorizes the calling and holding of the Meeting to approve the Arrangement. A copy of the Interim Order is included in the Circular.

Arrangement Resolution

The Arrangement requires the approval of at least 66⅔% of the votes cast by Highland shareholders. The board of directors of Highland has approved the Arrangement and recommends that shareholders vote FOR the Arrangement at the Meeting.

Shareholders as of the Record Date are entitled to vote at the Meeting. The Circular provides important information relating to the Arrangement and related matters, voting procedures and how to attend the Meeting. Shareholders are urged to read the Circular carefully and in its entirety. For further information regarding Highland Red Lake and the Arrangement, please refer to the Company's press release dated August 20, 2025, and the Circular.

Final Court Order, Closing and Voting Support Agreements

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, the required approval from Highland shareholders at the Meeting, 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.

On or about August 17, 2025, certain shareholders of Highland entered into support and voting agreements in connection with the proposed Arrangement, pursuant to which they have agreed on and subject to the terms thereof, among other things, to vote or cause their Shares to be voted in favour of the Arrangement and any other matters that could reasonably be expected to facilitate the Arrangement. As of the Record Date, 14,537,000 Shares or 73.8% of Shares were subject to the voting and support agreements.

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; the anticipated timing of the Meeting, 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, court and shareholder 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/272392