Mr. Matt Chatterton reports

TACTICAL RESOURCES CORP. OMNIBUS PLAN RECEIVES SHAREHOLDER APPROVAL

As part of the listing of the common shares in the capital of Tactical Resources Corp. on the TSX Venture Exchange, the company's board of directors adopted a new form omnibus incentive plan dated for reference Aug. 28, 2023, to comply with TSX Venture Exchange Policy 4.4 -- Security Based Compensation (Policy 4.4).

The 2023 omnibus plan provides flexibility to the company to grant equity-based incentive awards in the form of stock options (option-based awards), which shall not exceed 10 per cent of the outstanding issue or such other numbers as may be approved by the exchange and the shareholders of the company may from time to time, and a fixed portion at 3,567,448 issuable shares with respect to restricted share units (share-based awards). Also, one of the provisions of the 2023 omnibus plan allows optionholders to exercise options on a cashless exercise or net exercise basis, as now expressly permitted by Policy 4.4. The 2023 omnibus plan replaces and supersedes the company's prior form of omnibus incentive plan adopted by the board of directors on July 14, 2022. All future grants of equity-based awards will be made pursuant to, or as otherwise permitted by, the 2023 omnibus plan.

The 2023 omnibus plan was conditionally approved by the exchange, subject to shareholder approval. At the company's annual general meeting held on Dec. 7, 2023, shareholders approved the 2023 omnibus plan. As the 2023 omnibus incentive plan is a rolling plan, the exchange requires the company to obtain shareholder approval on an annual basis. Shareholders also approved the 2023 omnibus plan for continuation, at the company's annual general meeting held on Dec. 7, 2023.

Details of the material terms of the 2023 omnibus plan are described in the company's information circular dated Nov. 7, 2023, which has been filed on SEDAR+ under the company's profile.

A complete copy of the 2023 omnibus plan has also been filed on SEDAR+ and is available for viewing under the company's profile on SEDAR+.

About Tactical Resources Corp.

Tactical Resources is a mineral exploration and development company focused on rare earth elements based in Vancouver, B.C., and holds interests at the Peak project in western Texas. The company is also actively involved in the development of innovative metallurgical processing techniques to further unlock rare earth element development potential.

We seek Safe Harbor.