Highland Critical Minerals to spin out Highland Red Lake Gold

Wed Aug 20 2025

Highland Critical Minerals Corp (CSE:HLND) announced that it has entered into a definitive arrangement agreement with its wholly owned subsidiary, Highland Red Lake Gold, to proceed with a planned spin-out.

Under the agreement, Highland will distribute Highland Red Lake class A common voting shares and share purchase warrants to its securityholders through a court-approved plan of arrangement. Each warrant will be exercisable at $0.15 per share for five years.

Following shareholder and court approvals, holders of Highland common shares as of the distribution record date will receive one new Highland Class A Common Share, 0.5 of a Highland Red Lake share, and 0.5 of a Highland Red Lake warrant for each existing share. Restricted share units and outstanding Highland warrants will be adjusted on similar terms.

Highland expects to distribute approximately 15.6 million Highland Red Lake shares and an equal number of warrants to its securityholders, while retaining about 2.6 million shares.

Ted Yew, Highland Critical Minerals CEO, said the company is always looking for ways to deliver value to its shareholders.

“The arrangement aims to enhance shareholder value, offering stakes in two new highly prospective gold properties located in two established gold production areas of Canada and we are hopeful that continued exploration work would result in future gold discoveries,” Yew said.

“Shareholders will retain proportionate ownership in the company and receive a stock dividend consisting of Highland Red Lake shares and Highland Red Lake warrants, allowing stakeholders the opportunity to benefit from potential successes and value appreciation in both companies each in diverse and distinct environments.”

Highland Red Lake recently secured an option to acquire 3,366 hectares of mining claims in Ontario’s Red Lake district and staked an additional 1,400 hectares.

It has begun a $150,000 exploration program, including mapping, prospecting, rock sampling, airborne magnetics, and soil surveys, with the aim of completion by year-end.

Following the spin-out, Highland Red Lake will become a separate reporting issuer in British Columbia and Ontario and intends to pursue private placement financings.

Meanwhile, Highland continues exploration at its other projects, including lithium exploration at the Church Property in Ontario and early-stage planning at the Sy Property in Nunavut.

The transaction remains contingent on shareholder approval at an upcoming meeting, court approval of the plan of arrangement, and other customary conditions.

Source: https://www.proactiveinvestors.com.au/