Resulting Issuer to Trade on Nasdaq under Ticker Symbol “TREO”

Company Website: https://www.tacticalresources.com
VANCOUVER, British Columbia -- (Business Wire)

Tactical Resources Corp. (TSXV:RARE) (OTC:USREF) (“Tactical” or the “Company”), a U.S.-focused rare earth elements development company, today announced that it has received an approval letter from the Nasdaq Listing Center for the listing of the common shares of the resulting issuer (“New PubCo”) and the trading of those shares on the Nasdaq Capital Market upon completion of the business combination (the "Business Combination") with Plum Acquisition Corp. III (OTC:PLMJF) (“Plum”).

The Business Combination is being effected pursuant to a business combination agreement (the "Business Combination Agreement") dated August 22, 2024, as amended, entered into among the Company, Plum, Plum III Amalco Corp. ("Amalco"), and Plum III Merger Corp. ("PubCo" and collectively with the Company, Plum and Amalco, the "Parties"). 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."

Under the Business Combination, common shares in the capital of Tactical ("Tactical Shares") will be exchanged for common shares of New PubCo ("New PubCo Common Shares") at an exchange ratio to be determined at closing (the "Closing"). Following the Closing, New PubCo Common Shares will begin trading on the Nasdaq Stock Market under the ticker symbol "TREO". The completion of the transaction positions Tactical to accelerate development of its Peak Project in Hudspeth County, Texas - a rare earth asset in the United States with existing mined material, established infrastructure, and a clear pathway toward near-term processing and scale.

“As we prepare to enter the public markets, our focus remains on disciplined execution,” said Ranjeet Sundher, Chief Executive Officer of Tactical. “We are advancing our technical work programs, strengthening our operational foundation, and positioning the Company to deliver measurable progress as a public company.”

“This transaction brings Tactical to an important inflection point,” said Kanishka Roy, Chief Executive Officer of Plum Acquisition Corp. III. “Rare earths sit at the center of national security, advanced manufacturing, and energy transition priorities, yet viable near-term supply remains scarce. Tactical stands out for its asset quality, execution readiness, and experienced leadership team.”

The Closing is expected to occur on or about July 28, 2026, and remains subject to the satisfaction or waiver of customary closing conditions, including receipt of final approval of the TSX Venture Exchange (the “TSXV”). The Company has applied for, and expects to be delisted from, the TSXV following the Closing. A further release will be disseminated closer to Closing confirming closing exchange ratio and other relevant information for shareholders.

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 information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company’s beliefs, plans, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar words and expressions are used to identify forward-looking information. Forward-looking statements include, but are not limited to, statements regarding Tactical’s business; the expected timing of the completion or benefits of the Business Combination or the likelihood or ability of the Parties to successfully complete the Business Combination; and the expected ownership structure of New PubCo. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of Tactical’s management, and are not predictions of actual performance or results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to inherent risks and uncertainties that may cause Tactical’s activities or results to differ significantly from those expressed in any forward-looking statement, including: (a) changes in domestic and foreign business, market, financial, political and legal conditions; (b) the likelihood of completion of the Business Combination, including the risk that the Business Combination may not close due to one or more closing conditions set forth in the definitive written agreement providing for the Business Combination not being satisfied or waived on a timely basis or otherwise, or that the required approvals of the shareholders of the Parties, or any applicable regulatory approvals, may not be obtained; (c) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Tactical’s securities; (d) the outcome of any legal proceedings that may be instituted against the Parties, or any of their respective directors or executive officers, following the announcement of the Business Combination; (e) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining applicable regulatory approvals for the Business Combination; (f) failure to realize the anticipated benefits of the Business Combination; (g) the potential inability to consummate any PIPE financing on terms or in amounts satisfactory to the Parties; (h) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive written agreement providing for the Business Combination; (i) the ability of PubCo to meet stock exchange listing standards following the consummation of the Business Combination and the approval for, the timing of, the listing of New PubCo Common Shares on NASDAQ; (j) the ability of Tactical Resources to meet stock exchange listing standards prior to the completion of the Business Combination; (k) the effect of the announcement or pendency of the Business Combination on the market price of securities, business relationships, operating results, current plans and operations of Tactical; (l) risks related to the rollout of Tactical’s business and the timing of expected business milestones; (m) the effects of competition of the Business Combination on Tactical Resources’ business and operations; (n) supply shortages in the materials necessary for Tactical’s business; (o) delays in construction and operation of facilities; (p) the amount of redemption requests made by Plum’s public shareholders; (q) changes in applicable laws or regulations; (r) risks relating to the viability of Tactical’s growth strategy, including related capabilities and ability to execute on its business strategy; (s) the Parties’ estimates of growth and projected financial results and meeting or satisfying the underlying assumptions with respect thereto; (t) the possibility that the Parties may be adversely affected by other economic, business, and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increased interest rates; (u) the potential disruption of Tactical’s management’s time from ongoing business operations due to the Business Combination; (v) the potential occurrence of a materially adverse change with respect to the financial position, performance, operations or prospects of Tactical; (w) costs related to the Business Combination; and (x) other risks and uncertainties described from time to time in filings by the Parties with applicable Canadian securities regulators, or otherwise made available to interested parties in connection with the Business Combination.

The foregoing list is not exhaustive, and new risks may emerge from time to time. If any of these risks materialize or the Parties’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this report. There may be additional risks that Tactical presently does not know or that Tactical currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Tactical assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Tactical does not give any assurance that it will achieve its expectations.

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Contacts:

Investor and Media Relations Contacts

Investor Relations:

(778) 588-5483
investors@tacticalresources.com

Media:

(646) 277-1200
media@tacticalresources.com

Source: Tactical Resources Corp.