File: '\\swfile\EmailIn\20240306 140736 Attachment Tactical - News Release announcing Proposed Warrant Amendment (March 2024).docx'

LEGAL_43385584.2

TACTICAL RESOURCES CORP.

ANNNOUNCES WARRANT EXTENSION

Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

VANCOUVER, BRITISH COLUMBIA - March 6, 2024 -Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) ("Tactical Resources" or the "Company") is pleased to announce that the Company proposes to extend the expiry date of 2,856,500 outstanding common share purchase warrants of the Company (the "Warrants") issued pursuant to a brokered private placement of special warrants of the Company (the "Special Warrants"), closed on May 13, 2021.

Each Special Warrant issued was exercisable into, for no additional consideration, one unit of the Company (each, a "Unit"), with each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one-half of one Warrant. Each whole Warrant is exercisable at a price of $2.50 for a period expiring on the date that is two (2) years from the date the Common Shares were listed on a stock exchange, being March 14, 2022. On September 14, 2021 the Special Warrants were automatically converted into 5,713,000 Units consisting of an aggregate of 5,713,000 Common Shares and 2,856,500 Warrants. No Warrants have been exercised to date and an aggregate of 5,000 Warrants, representing approximately 0.2% of the outstanding Warrants, are held by insiders of the Company.

Subject to approval of the TSX Venture Exchange, the expiration of these Warrants will be extended from March 14, 2024, to May 13, 2026. All other terms of the Warrants remain unchanged and in full force and effect. No action will be required on the part of the holders of the Warrants to give effect to the aforementioned amendment.

The Warrants and the underlying Common Shares issuable upon exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities referred to herein.

About Tactical Resources Corp. (TSXV: RARE) (OTC: USREF)

Tactical Resources is a mineral exploration and development company focused on rare earth elements based in Vancouver, British Columbia, 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. Find out more at: www.tacticalresources.com and follow us on Twitter.

About the Peak Project

The Peak project is located 68 miles southeast of El Paso Texas and two miles southeast of the Round Top Rare Earth Element (REE) project owned by Texas Minerals Resources Corporation/USA Rare Earth (20/80% ownership split). Tactical Resources is party to an agreement with the Sierra Blanca quarry that allows, for a fee, access to and a right of first purchase option to tailings material on the Sierra Blanca property, together with certain rights related to development and processing of the tailing mater

CONTACT INFORMATION

Tactical Resources Corp.

Investor Relations

Email: investors@tacticalresources.com

Telephone: +1 (778) 588-5483

Matt Chatterton, Director Tel: +1 (778) 613-2068

Email: info@tacticalresources.com

Media Inquiries media@tacticalresources.com

ORWARD LOOKING STATEMENTS

This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as the proposed Warrant amendments and the issuance of Common Shares upon exercise of the Warrants. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation 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.

Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither 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.

File: Attachment March-6-2024-NR.pdf

TACTICAL RESOURCES CORP. ANNNOUNCES WARRANT EXTENSION

Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

VANCOUVER, BRITISH COLUMBIA March 6, 2024 --Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) ("Tactical Resources" or the "Company") is pleased to announce that the Company proposes to extend the expiry date of 2,856,500 outstanding common share purchase warrants of the Company (the "Warrants") issued pursuant to a brokered private placement of special warrants of the Company (the "Special Warrants"), closed on May 13, 2021.

Each Special Warrant issued was exercisable into, for no additional consideration, one unit of the Company (each, a "Unit"), with each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one-half of one Warrant. Each whole Warrant is exercisable at a price of $2.50 for a period expiring on the date that is two (2) years from the date the Common Shares were listed on a stock exchange, being March 14, 2022. On September 14, 2021 the Special Warrants were automatically converted into 5,713,000 Units consisting of an aggregate of 5,713,000 Common Shares and 2,856,500 Warrants. No Warrants have been exercised to date and an aggregate of 5,000 Warrants, representing approximately 0.2% of the outstanding Warrants, are held by insiders of the Company.

Subject to approval of the TSX Venture Exchange, the expiration of these Warrants will be extended from March 14, 2024, to May 13, 2026. All other terms of the Warrants remain unchanged and in full force and effect. No action will be required on the part of the holders of the Warrants to give effect to the aforementioned amendment.

The Warrants and the underlying Common Shares issuable upon exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities referred to herein.

About Tactical Resources Corp. (TSXV: RARE) (OTC: USREF)

Tactical Resources is a mineral exploration and development company focused on rare earth elements based in Vancouver, British Columbia, 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. Find out more at: www.tacticalresources.com and follow us on Twitter.

About the Peak Project

The Peak project is located 68 miles southeast of El Paso Texas and two miles southeast of the Round Top Rare Earth Element (REE) project owned by Texas Minerals Resources Corporation/USA Rare Earth (20/80% ownership split). Tactical Resources is party to an agreement with the Sierra Blanca quarry that allows, for a fee, access to and a right of first purchase option to tailings material on the Sierra Blanca property, together with certain rights related to development and processing of the tailing mater

CONTACT INFORMATION

Tactical Resources Corp. Investor Relations Email: investors@tacticalresources.com Telephone: +1 (778) 588-5483

Matt Chatterton, Director Tel: +1 (778) 613-2068 Email: info@tacticalresources.com Media Inquiries media@tacticalresources.com

ORWARD LOOKING STATEMENTS

This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as the proposed Warrant amendments and the issuance of Common Shares upon exercise of the Warrants. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation 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.

Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither 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.