Toronto, Ontario--(Newsfile Corp. - July 22, 2025) - Highland Critical Minerals Corp. (CSE: HLND) (FSE: U8X) ("Highland" or the "Company") is pleased to announce its intention to undertake a strategic reorganization of certain of the Company's mineral exploration assets and entities pursuant to which the Company proposes to spin-out (the "Spin-Out") shares of its wholly-owned subsidiary, Highland Red Lake Corp. ("Highland Red Lake"), which holds an unexercised option to acquire a 100% interest in mining claims in the Red Lake District of Ontario initially comprised of 3,366 hectares with a further option to acquire an additional 3,050 hectares (the "Red Lake Option").
It is the view of the Company, that the Spin-Out is in the best interest of its shareholders and the most effective way to unlock the value of the Red Lake Option as well as its Sy gold property in Nunavut and its lithium Church property in Ontario while enhancing shareholder value in Highland. The intention to undertake the Spin-Out was prompted, in part, by Highland's desire to separate its Red Lake Option from its other mineral properties located in diversified territories and in distinct geological events, and to enable the capital markets to value the Red Lake Option in the highly prolific Red Lake Mining District separately from its other properties, with a view to increasing shareholder value for each corporate entity. In connection with the Spin-Out, Highland Red Lake. In addition, the Company believes that separating Highland Red Lake is expected to accelerate the development of all of its mineral opportunities as it reduces the capital requirements of Highland as a parent company yet still provides opportunity for the specific funding of Highland Red Lake and what management believes to be its highly prospective exploration and development opportunity driven in part by a surging gold market.
The recently announced $150,000 initial exploration program on the Red Lake Optionis in addition to the previously announced summer lithium exploration expenditures on the Company's Church Property in the Quetico District of Ontario, Canada consisting of a mobile metal ions soil sampling program designed to identify lithium anomalies on areas of the Church property where field crews have established there is no exposed bedrock. The Church Project is strategically located in a lithium-rich area, surrounded by high-grade pegmatite projects, with significant infrastructure to support exploration and development. Highland is also presently reviewing various data sources including historical reports by past professionals and explorationists as the Company plans to initiate an exploration program in the near future for what it believes is a highly prospective Sy property in Nunavut, the extent of which will be subject to budgeting.
Edward Yew, CEO of Highland states, "Due to recent significant corporate developments by the Company acquiring both the Sy property located in the Yathkyed Lake Greenstone Belt in Nunavut, Canada and the Highland Red Lake Option located on the famed Red Lake greenstone belt in Ontario, Canada added to the Company's lithium exploration Church Property in the Quetico District of Ontario, Canada we now have two new highly prospective gold properties located in two established gold production areas of Canada. Continued exploration and development of all three mineral opportunities in a timely manner may stress our capital resources."
"We believe that this spinout makes sense for our shareholders as it is designed to enable the shareholders of record of Highland to benefit from direct ownership in two companies each holding highly prospective mineral opportunities. Management is optimistic about the future of each resulting company and believes the Highland shareholders of record should share in the result."
The Spin-Out, is anticipated to be effected by way of a share capital reorganization effected through a plan of arrangement (the "Arrangement") pursuant to the arrangement provisions of the Business Corporations Act (British Columbia). The proposed reorganization would involve, among other things, Highland transferring shares of Highland Red Lake (the "Consideration Shares") to shareholders of record of Highland. Under the Arrangement, Highland's shareholders will receive the Consideration Shares and new shares of Highland, on a pro rata basis, in exchange for existing shares of Highland. It is also anticipated that Highland will retain a portion of the Consideration Shares.. Upon completion of the Spin-Out, Highland Red Lake will become a "reporting issuer" in the same jurisdictions in Canada that Highland is a reporting issuer. In connection with the Spin-Out, Highland Red Lake intends to undertake one or more private placement offerings of securities to raise proceeds to develop the Red Lake Option and for general working capital purposes.
It is expected that completion of the Spin-Out will be subject to a number of conditions which are customary for similar transactions including, but not limited to, shareholder approval and approval of the Supreme Court of British Columbia (the "Court"), as well as other standard closing conditions. There can be no assurance that the Spin-Out will be completed as proposed, or at all. Highland will have no obligation to proceed with the Spin-Out, and may elect, at its sole discretion, not to proceed with the Spin-Out for any reason whatsoever. Final terms of the Spin-Out, the Record date and determination to proceed remain subject to, among other things, further tax and securities considerations, and Highland expects to provide a further update to shareholders in due course.
In connection with the Spin-Out, Highland expects to enter into a definitive agreement with Highland Red Lake to set out the terms of the Spin-Out within the next 30 days. In connection therewith, Highland intends to file its initial submissions with the "Court" to obtain an interim order to call a shareholder's meeting to, among other things, approve the Spin-Out. Highland plans to complete the Spin-Out early in the 4th quarter of 2025. Additional details regarding timing of the Spin-Out will be provided in future news releases.
Further details will be provided in a management information circular (the "Circular") to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the Spin-Out, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon. Trading in the securities of Highland Red Lake should be considered highly speculative.
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
Forward-Looking Statements
Management cautions that past results or discoveries on properties near Highland's may not necessarily indicate mineralization on the Company's property.
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, without limitation, statements regarding the Company's plans, expectations, and anticipated activities with respect to the Company's planned exploration programs on the Red Lake Gold Camp and Church Property, anticipated exploration expenditures, potential for mineralization or discovery, the Company's future exploration and development activities, and the timing and focus of planned work.
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements. The Company has applied several material assumptions in making such forward-looking statements, including without limitation: the speculative nature of mineral exploration and development; the Company's ability to secure additional financing on acceptable terms, or at all; risks related to unanticipated operational or technical difficulties; changes in exploration plans due to a variety of contingencies; the interpretation and actual results of current and future exploration activities; risks relating to government regulation and permits, environmental laws, changes in commodity prices, and general economic, financial, market, and business conditions; the possibility of cost overruns, unforeseen liabilities, and other related risks; and general economic, market, and business conditions.
Forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance, or achievements expressed or implied by such forward-looking statements or information. Factors that could cause the actual results to differ materially from those in forward-looking statements include risks relating to: the speculative nature of mineral exploration and development; the availability of financing; the results, timing, and success of exploration activities; the results of third-party evaluations; changes in project plans as contingencies arise; unanticipated operational difficulties; interpretation and actual results of exploration activities may differ from expectations; regulatory and permitting approvals; and general economic, market, and business conditions; risks relating to the mining industry; and other risk factors discussed in the Company's long-form prospectus dated May 9, 2025. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
For more information, please contact:
Edward Yew
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647-241-7202
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.
