Tactical Resources Announces Exchange Ratio for Business Combination with Plum Acquisition Corp. III

Tactical Resources Corp. (TSXV: RARE) to be Delisted from the TSX Venture Exchange

VANCOUVER, British Columbia--(BUSINESS WIRE)--Tactical Resources Corp. (“Tactical” or the “Company”) (TSXV: RARE) (OTC: USREF), a U.S.-focused rare earth elements development company, today announced the exchange ratio applicable to its previously announced business combination (the "Business Combination") with Plum Acquisition Corp. III ("Plum") (OTC: PLMJF), pursuant to the business combination agreement (the "Business Combination Agreement") dated August 22, 2024, as amended. Pursuant to the Business Combination Agreement, following a series of amalgamation transactions, Tactical will continue as a wholly-owned subsidiary of a new parent entity ("New PubCo"), which will be renamed "Tactical Resources Corp." The Business Combination is expected to close on July 28, 2026 (the "Closing"). Following the Closing, common shares of New PubCo (“New PubCo Common Shares”) are expected to begin trading on the Nasdaq Capital Market under the ticker symbol "TREO".

Exchange Ratio

Pursuant to the terms of the Business Combination Agreement, each common share of Tactical ("Tactical Share") will be exchanged for approximately 4.45396581 New PubCo Common Shares (the "Exchange Ratio").

In connection with the Business Combination, and to ensure New PubCo satisfies applicable Nasdaq listing standards, the Company consolidated its common shares on the basis of five (5) pre-consolidation Tactical Shares for every one (1) post-consolidation Tactical Share, effective December 5, 2025 (the "Consolidation"). No further consolidation of Tactical Shares is required in connection with the Business Combination.

No fractional New PubCo Common Shares will be issued to Tactical shareholders. Where application of the Exchange Ratio would otherwise result in the issuance of a fraction of a New PubCo Common Share, the number of New PubCo Common Shares issuable to the relevant holder shall be rounded down to the nearest whole New PubCo Common Share, without any payment in lieu of such fractional shares, in accordance with the terms of the Business Combination Agreement.

Lock-Up on New PubCo Common Shares

Of the New PubCo Common Shares to be issued to Tactical shareholders pursuant to the Exchange Ratio, 37% will be subject to transfer restrictions for a period of six (6) months following the Closing (the "Transfer Restrictions"), intended to permit New PubCo to satisfy applicable Nasdaq listing standards. The remaining 63% of New PubCo Common Shares issued to Tactical shareholders will be freely tradeable upon issuance, subject to applicable securities laws.

The final Transfer Restrictions percentage has been determined by the board of directors of Tactical in accordance with the terms of the Business Combination Agreement.

What Tactical Shareholders Need to Do

Registered shareholders of record as of the Closing will automatically receive their New PubCo Common Shares in accordance with the Exchange Ratio, without the need to take any further action. No Letter of Transmittal is required.

Beneficial shareholders holding Tactical Shares through a broker, investment dealer, bank, or other intermediary are not required to take any action. New PubCo Common Shares will be credited to their accounts in due course following the Closing.

Shareholders with questions regarding the exchange of their Tactical Shares should contact refer to the Company's management information circular available under Tactical's SEDAR+ profile at www.sedarplus.ca.

About Tactical Resources

Tactical Resources is a mineral exploration and development company focused on U.S.-made rare earth elements used in semiconductors, electric vehicles, advanced robotics, and most importantly, national defense. The Company is also actively involved in the development of innovative metallurgical processing techniques to further unlock the development potential for Rare Earth Elements.

For additional information, please visit www.tacticalresources.com.

About Plum Acquisition Corp. III

Plum Acquisition Corp. III is a special purpose acquisition company, which engages in effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Plum seeks to establish itself as the first-stop SPAC platform for high-quality companies, and the management team’s decades of operational experience leading technology companies, and the proprietary Accelerating Through the Bell operational playbook that helps companies list and grow in the public markets.

For additional information, please visit https://plumpartners.com/.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, Plum’s, Tactical Resources’, New PubCo’s or their respective management teams’ expectations concerning the outlook for their or Tactical Resources’ business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, including expected net proceeds, expected additional funding, the expected Exchange Ratio and Consolidation, the Transfer Restrictions, the expected listing and trading of New PubCo Common Shares on the Nasdaq Capital Market, growth prospects and outlook of Tactical Resources’ operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of Tactical Resources’ projects, as well as any information concerning possible or assumed future results of operations of Tactical Resources. Forward-looking statements also include statements regarding the expected benefits of the Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of Tactical Resources and Plum, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Plum’s securities; (ii) the risk that the Business Combination may not be completed by Plum’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Plum; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the shareholders of Plum and Tactical Resources and the receipt of certain regulatory and court approvals; (iv) market risks; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the Business Combination on Tactical Resources’ business relationships, performance, and business generally; (vii) risks that the Business Combination disrupts current plans of Tactical Resources and potential difficulties in its employee retention as a result of the Business Combination; (viii) the outcome of any legal proceedings that may be instituted against Tactical Resources or Plum related to the Business Combination Agreement or the Business Combination; (ix) failure to realize the anticipated benefits of the Business Combination; (x) the inability to meet listing requirements to list New PubCo's securities on Nasdaq; (xi) the risk that the price of New PubCo's securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Tactical Resources plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure; (xii) the inability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations; (xiii) the risk that Tactical Resources may not be able to successfully develop its mining projects, and/or its expansion plan; (xiv) the risk that Tactical Resources will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xv) political and social risks of operating in the U.S. and other countries; (xvi) the operational hazards and risks that Tactical Resources faces; and (xvii) the risk that additional financing in connection with the Business Combination may not be raised on favorable terms, or at all. The foregoing list is not exhaustive, and there may be additional risks that neither Plum nor Tactical Resources presently knows or that Plum and Tactical Resources currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this press release and the other risks and uncertainties described in the “Risk Factors” section of Plum’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 28, 2025, the risks described in the Registration Statement on Form F-4 and the amendments thereto, which was initially filed by Pubco on October 29, 2024 and includes a preliminary proxy statement/prospectus, and those discussed and identified in filings made with the SEC by Plum and Pubco and filings made by Tactical Resources with the Canadian Securities Administrators (the “CSA”) from time to time. Tactical Resources and Plum caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this press release speak only as of the date of this press release. None of Tactical Resources, Plum, or New PubCo undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Tactical Resources, Plum, or New PubCo will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in Plum’s or New PubCo's public filings with the SEC, or Tactical Resources’ filings with the CSA, which are or will be (as appropriate) accessible at www.sec.gov or on SEDAR+ at www.sedarplus.ca, and which you are advised to review carefully.